SecProbe.io

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 ALTO INGREDIENTS, INC.

 1300 South Second Street

 Pekin, Ill 61554

 May 20, 2026

 VIA EDGAR

 Securities and Exchange Commission

 100 F. Street, N.E.

 Washington, DC 20549

 Attention: Juan Grana, Staff Attorney

 Re:
 Alto Ingredients, Inc.

 Registration Statement on Form S-3

 Filed: May 8, 2026 (File No. 333-295723)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of
1933, as amended, Alto Ingredients, Inc. (the " Company ") hereby requests that the Securities and Exchange Commission
accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the " Registration Statement ")
so that it may be declared effective at 4:30 p.m. Eastern Time on May 22, 2026, or as soon as practicable thereafter. The Company hereby
authorizes Larry A. Cerutti, an attorney at the Company's outside legal counsel, Troutman Pepper Locke LLP, to orally modify or
withdraw this request for acceleration.

 Once the Registration Statement has been declared
effective, please inform our outside counsel, Larry A. Cerutti of Troutman Pepper Locke LLP, by telephone at (949) 622-2710 or by email
at larry.cerutti@troutman.com.

 Thank you for your assistance in this matter.

 Very truly yours,

 ALTO INGREDIENTS, INC.

 By:
 /s/ AUSTE M. GRAHAM

 Auste M. Graham

 Vice President, Chief Legal Officer & Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2026

Bryon T. McGregor
Chief Executive Officer
Alto Ingredients, Inc.
1300 South Second Street
Pekin, IL 61554

 Re: Alto Ingredients, Inc.
 Registration Statement on Form S-3
 Filed May 08, 2026
 File No. 333-295723
Dear Bryon T. McGregor:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Larry A. Cerutti, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
June 29, 2023
Michael D. Kandris
Chief Executive Officer
Alto Ingredients, Inc.
1300 South Second Street
Pekin, Illinois 61554
Re:Alto Ingredients, Inc.
Registration Statement on Form S-3
Filed June 23, 2023
File No. 333-272884
Dear Michael D. Kandris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Larry A. Cerutti

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ALTO INGREDIENTS, INC.

1300 South Second Street

Pekin, Illinois 61554

June 29, 2023

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Attention: Ben Richie, Staff Attorney

 Re: Alto Ingredients, Inc.

Registration Statement on Form
S-3 (File No. 333-272884)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “1933 Act”), Alto Ingredients, Inc. (the “Company”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-272884) (the “Registration Statement”),
so that it may be declared effective at 4:30 p.m. Eastern time on July 5, 2023, or as soon as practicable thereafter.

The Company hereby confirms that it is aware of
its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of
the securities specified in the Registration Statement.

It would be appreciated if, promptly after the
Registration Statement has become effective, you would so inform our outside counsel, Larry A. Cerutti of Troutman Pepper Hamilton Sanders
LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com. The Company hereby authorizes Mr. Cerutti of Troutman Pepper
Hamilton Sanders LLP to orally modify or withdraw this request for acceleration.

    Very truly yours,

    ALTO INGREDIENTS, INC.

    By:
    /s/ AUSTE M. GRAHAM

    Auste M. Graham

    Vice President, General Counsel & Secretary

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ALTO INGREDIENTS, INC.

1300 South Second Street

Pekin, Ill 61554

December 8, 2022

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Attention: Jane Park, Staff Attorney

 Re: Alto Ingredients, Inc.

Registration Statement on Form
S-3 (File No. 333-268583)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “1933 Act”), Alto Ingredients, Inc. (the “Company”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-268583) (the “Registration Statement”),
so that it may be declared effective at 4:30 p.m. Eastern time on December 12, 2022, or as soon as practicable thereafter.

The Company hereby confirms that it is aware of
its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of
the securities specified in the Registration Statement.

It would be appreciated if, promptly after the
Registration Statement has become effective, you would so inform our outside counsel, Larry A. Cerutti of Troutman Pepper Hamilton Sanders
LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com. The Company hereby authorizes Mr. Cerutti of Troutman Pepper
Hamilton Sanders LLP to orally modify or withdraw this request for acceleration.

    Very truly yours,

    ALTO INGREDIENTS, INC.

    By:
    /s/ AUSTE M. GRAHAM

    Auste M. Graham

    Vice President, General Counsel & Secretary

United States securities and exchange commission logo
December 6, 2022
Michael Kandris
President and Chief Executive Officer
Alto Ingredients, Inc.
1300 South Second Street
Pekin, Illinois 61554
Re:Alto Ingredients, Inc.
Registration Statement on Form S-3
Filed November 29, 2022
File No. 333-268583
Dear Michael Kandris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Larry Cerutti, Esq.

United States securities and exchange commission logo
November 24, 2020
Michael D. Kandris
President and Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, California 95814
Re:Pacific Ethanol, Inc.
Registration Statement on Form S-3
Filed November 20, 2020
File No. 333-250821
Dear Mr. Kandris:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Larry A. Cerutti, Esq.

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PACIFIC ETHANOL, INC.

400 Capitol Mall, Suite 2060

Sacramento, CA 95814

November 25, 2020

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Attention: Alan Campbell

 Re: Pacific Ethanol, Inc.

Registration Statement on
Form S-3 (File No. 333-250821)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “1933 Act”), Pacific Ethanol, Inc. (the “Company”) hereby requests
acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-250821) (the “Registration
Statement”), so that it may be declared effective at 4:30 p.m. Eastern Time on November 27, 2020, or as soon as practicable
thereafter.

The Company hereby confirms that it is aware
of its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
offering of the securities specified in the Registration Statement.

It would be appreciated if, promptly after
the Registration Statement has become effective, you would so inform our outside counsel, Larry A. Cerutti of Troutman Pepper Hamilton
Sanders LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com. The Company hereby authorizes Mr. Cerutti
of Troutman Pepper Hamilton Sanders LLP to orally modify or withdraw this request for acceleration.

    Very truly yours,

    PACIFIC ETHANOL, INC.

    By:
    /s/ CHRISTOPHER W. WRIGHT

    Christopher W. Wright

    Vice President, General Counsel & Secretary

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PACIFIC ETHANOL, INC.

400
Capitol Mall, Suite 2060

Sacramento,
CA 95814

July
1, 2020

VIA
EDGAR CORRESPONDENCE

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

Attention:
Timothy Buchmiller, Staff Attorney

    Re:
    Pacific Ethanol, Inc.

Registration
Statement on Form S-3 (File No. 333-238939)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), Pacific Ethanol, Inc. (the “Company”)
hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-238939)
(the “Registration Statement”), so that it may be declared effective at 4:00 p.m. Eastern time on July 1, 2020,
or as soon as practicable thereafter.

The
Company hereby confirms that it is aware of its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as
amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel,
Larry A. Cerutti of Troutman Pepper Hamilton Sanders LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com.
The Company hereby authorizes Mr. Cerutti of Troutman Pepper Hamilton Sanders LLP to orally modify or withdraw this request for
acceleration.

    Very
    truly yours,

    PACIFIC
    ETHANOL, INC.

    By:
    /s/
    CHRISTOPHER W. WRIGHT

    Christopher
    W. Wright

    Vice
    President, General Counsel & Secretary

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    Troutman
                           Sanders LLP

5
Park Plaza, Suite 1400

Irvine,
CA 92614-2545

troutman.com

Larry A. Cerutti

949.622.2710

larry.cerutti@troutman.com

June
25, 2020

BY
EDGAR AND FEDEX

United States Securities and Exchange Commission

Division of Corporation Finance Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Tim Buchmiller and Joseph McCann

    Re:
    Pacific Ethanol, Inc.

Registration
Statement on Form S-3

Filed
June 4, 2020

File
No. 333-238939

Dear
Mr. Buchmiller and Mr. McCann:

On
behalf of Pacific Ethanol, Inc. (the “Company”), the undersigned has set forth below the responses of the Company
to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
contained in the Staff’s comment letter dated June 12, 2020 (“Comment Letter”). For ease of reference,
the text of the Staff’s comment is reproduced in italics, with the response of the Company immediately following such comment.

Concurrently
with the submission of this letter, the Company has filed Amendment No. 1 (“Amendment No. 1”) to the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”) with the Commission on EDGAR, reflecting
the revisions described in this letter as well as certain other updated information.

For
your convenience, the Company is supplementally providing to the Staff a copy of Amendment No. 1, which has been marked to indicate
the changes from the Registration Statement filed with the Commission on June 4, 2020.

All
responses provided herein are based solely on information provided by the Company.

    United
                    States Securities and Exchange Commission

June
25, 2020

Page
2

Registration
Statement on Form S-3 filed June 4, 2020

Exhibits

 1. We
                                         note that your forum selection provision identifies the Court of Chancery as the exclusive
                                         forum for certain litigation, including any “derivative action.” Please revise
                                         your prospectus to clearly describe this provision and to describe any risks or other
                                         impacts on investors. Risks may include, but are not limited to, increased costs to bring
                                         a claim and that these provisions can discourage claims or limit investors’ ability
                                         to bring a claim in a judicial forum that they find favorable. Also disclose whether
                                         this provision applies to actions arising under the Securities Act or Exchange Act. In
                                         that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
                                         over all suits brought to enforce any duty or liability created by the Exchange Act or
                                         the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
                                         jurisdiction for federal and state courts over all suits brought to enforce any duty
                                         or liability created by the Securities Act or the rules and regulations thereunder. If
                                         the provision applies to Securities Act claims, please also revise your prospectus to
                                         state that there is uncertainty as to whether a court would enforce such provision and
                                         that investors cannot waive compliance with the federal securities laws and the rules
                                         and regulations thereunder. If this provision does not apply to actions arising under
                                         the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
                                         in the governing document states this clearly, or tell us how you will inform investors
                                         in future filings that the provision does not apply to any actions arising under the
                                         Securities Act or Exchange Act.

Response
to Comment 1:

The
forum selection provision in the Company’s amended and restated bylaws (the “Bylaws”) does not apply
to suits arising under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has updated the disclosure on pages 5  and
 26 of Amendment No. 1 in response to the Staff’s comment and will acknowledge in risk factor disclosure in its future
filings that the portion of the Bylaws requiring the Court of Chancery to be the exclusive forum for certain suits would not apply
with respect to suits arising under the Securities Act or Exchange Act.

*
* *

In
connection with this response to the Staff’s Comment Letter, the Company acknowledges the following:

 ● the
                                         Company is responsible for the adequacy and accuracy of the disclosure in the filing;
                                         and

 ● Staff
                                         comments or changes to disclosure in response to Staff comments do not foreclose the
                                         Commission from taking any action with respect to the filing.

    Sincerely yours,

    /s/ Larry A. Cerutti

    Larry A. Cerutti

    cc:
    Michael D. Kandris, Pacific Ethanol, Inc.

Christopher
W. Wright, Pacific Ethanol, Inc.

United States securities and exchange commission logo
June 12, 2020
Michael D. Kandris
Co-President and Co-Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, California 95814
Re:Pacific Ethanol, Inc.
Registration Statement on Form S-3
Filed June 4, 2020
File No. 333-238939
Dear Mr. Kandris:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Exhibits
1.We note that your forum selection provision identifies the Court of Chancery as the
exclusive forum for certain litigation, including any "derivative action."  Please revise
your prospectus to clearly describe this provision and to describe any risks or other
impacts on investors.  Risks may include, but are not limited to, increased costs to bring a
claim and that these provisions can discourage claims or limit investors’ ability to bring a
claim in a judicial forum that they find favorable.  Also disclose whether this provision
applies to actions arising under the Securities Act or Exchange Act.  In that regard, we
note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction

 FirstName LastNameMichael D. Kandris
 Comapany NamePacific Ethanol, Inc.
 June 12, 2020 Page 2
 FirstName LastName
Michael D. Kandris
Pacific Ethanol, Inc.
June 12, 2020
Page 2
for federal and state courts over all suits brought to enforce any duty or liability created by
the Securities Act or the rules and regulations thereunder.  If the provision applies to
Securities Act claims, please also revise your prospectus to state that there is uncertainty
as to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing document states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Larry A. Cerutti, Esq.

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PACIFIC
ETHANOL, INC.

400
Capitol Mall, Suite 2060

Sacramento,
CA 95814

February
3, 2020

VIA
EDGAR CORRESPONDENCE

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
DC 20549

Attention:
Ada D. Sarmento, Staff Attorney

 Re: Pacific
Ethanol, Inc.

    Registration
Statement on Form S-1 (File No. 333-235990)

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “1933 Act”), Pacific Ethanol, Inc. (the
“Company”) hereby requests acceleration of the effective date of the above-referenced Registration
Statement on Form S-1 (File No. 333-235990) (the “Registration Statement”), so that it may be declared
effective at 4:00 p.m. Eastern time on February 5, 2020, or as soon as practicable thereafter.

The
Company hereby confirms that it is aware of its responsibilities under the 1933 Act and the Securities Exchange Act of 1934, as
amended, as they relate to the proposed offering of the securities specified in the Registration Statement.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel,
Larry A. Cerutti of Troutman Sanders LLP, by telephone at (949) 622-2710 or by email at larry.cerutti@troutman.com.
The Company hereby authorizes Mr. Cerutti of Troutman Sanders LLP to orally modify or withdraw this request for acceleration.

    Very truly yours,

    PACIFIC ETHANOL, INC.

    By:
    /s/
    CHRISTOPHER W. WRIGHT

          Christopher
    W. Wright

          Vice
    President, General Counsel & Secretary

January 27, 2020
Neil M. Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, CA 95814
Re:Pacific Ethanol, Inc.
Registration Statement on Form S-1
Filed January 21, 2020
File No. 333-235990
Dear Mr. Koehler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Larry A. Cerutti, Esq.

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PACIFIC ETHANOL, INC.

400 Capitol Mall, Suite 2060

Sacramento, California 95814

Telephone: (916) 403-2123

June 5, 2017

Via EDGAR Correspondence

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kathryn McHale

    Re:
    Acceleration of Effective Date

    Pacific Ethanol, Inc.

Amendment No. 1 to Form S-3, Filed June
2, 2017

File No. 333-217323

Ladies and Gentleman:

Pacific Ethanol, Inc., a Delaware corporation
(the “Company”) hereby requests, pursuant to Rule 461(a) of Regulation C, that the above-referenced Registration Statement
be declared effective on June 8, 2017 at 4:30 p.m. Eastern Time, or as soon as practicable thereafter. The Company acknowledges
that:

 · should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Very truly yours,

PACIFIC ETHANOL, INC.

By: /s/ CHRISTOPHER W. WRIGHT

          Christopher W. Wright

          Vice President and General Counsel

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PACIFIC ETHANOL, INC.

400 Capitol Mall, Suite 2060

Sacramento, California 95814

Telephone: (916) 403-2123

May 4, 2015

Via EDGAR Correspondence

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Acceleration of Effective Date

    Pacific Ethanol, Inc.

    Form S-4, Filed May 4, 2015

    File No. 333-201879

Dear Ms. Long:

Pacific Ethanol, Inc., a Delaware corporation
(the “Company”) hereby requests, pursuant to Rule 461(a) of Regulation C, that the above-referenced Registration Statement
be declared effective on May 6, 2015 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter. The Company acknowledges
that:

 · should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Very truly yours,

PACIFIC ETHANOL, INC.

By: /s/ CHRISTOPHER W. WRIGHT

	Christopher W. Wright

	Vice President and General Counsel

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    Larry A. Cerutti

949.622.2710 telephone

949.622.2739 facsimile

larry.cerutti@troutmansanders.com

    TROUTMAN SANDERS LLP

Attorneys at Law

5 Park Plaza, Suite 1400

Irvine, CA 92614-2545

949.622.2700 telephone

troutmansanders.com

May 4, 2015

via edgar correspondence
and FEDEX

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Pacific Ethanol, Inc.

        Amendment No. 2 to Registration Statement on Form
        S-4

        Filed April 21, 2015

        File No. 333-201879

Dear Ms. Long:

This letter responds
to the comments of your letter dated May 1, 2015 relating to Pacific Ethanol, Inc. (the “Company”).

The enclosed clean
and marked-to-show-changes copies of Form S-4/A (Amendment No. 3 to Form S-4), Reg. No. 333-201879 (the “Registration
Statement”), contain revisions that are directly in response to your comments. We have reproduced below in bold font the
comment set forth in your letter, together with a response in regular font immediately following each reproduced comment. The page
number referenced below corresponds to the marked versions of the Registration Statement enclosed herewith. The response in this
letter corresponds to the number you placed adjacent to the comment in your letter.

Aventine Forward-Looking Financial Information, page 26

 1. We note your response to comment 3 of our letter dated April 16, 2015 and we re-issue our comment.
Please disclose why Aventine did not provide projections for the combined company and how, if at all, the lack of such combined
projections influenced its conclusions.

The disclosure in the “Aventine Forward-Looking
Financial Information” section on page 27 of the Joint Proxy Statement/Prospectus has been revised to disclose why Aventine
did not provide projections for the combined company and the alternative factors Aventine’s board of directors identified
which were influential in its analysis of the transaction.

* * *

Securities and Exchange Commission

May 4, 2015

Page 2

We trust that the foregoing
is responsive to the comments contained in your letter of comments dated May 1, 2015. If you have any questions, please call me
at (949) 622-2710.

.

Sincerely yours,

Troutman Sanders LLP

/s/ Larry A. Cerutti

Larry A. Cerutti

Enclosures

    cc:
    Ameed Hamady (via Edgar correspondence)

    Terence O’Brien (via Edgar
correspondence)

    Frank Pigott (via Edgar correspondence)

    Craig Slivka (via Edgar correspondence)

    Christopher W. Wright, Esq. (via
email)

    Ackneil M. Muldrow, Esq. (via
email)

May 1 , 2015

Via E -Mail
Christopher Wright , Esq.
Vice President and General Counsel
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, CA 95814

Re: Pacific Ethanol, Inc.
Amendment No. 2 to Registration Statement on Form S -4
Filed April 2 1, 2015
  File No. 333 -201879

Dear Mr. Wright :

We have reviewed your amended registration statement  and have the following comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewi ng any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Aventine Forward -Looking Financial Information, page 26

1. We note your response to comment 3 of our letter dated  April 16 , 2015 and we re -issue
our comment.  Please disclose why Aventine did not provide projections for the
combined company and how, if at all, the lack of such combined projections influenced
its conclusions .

You may contact Ameen Hamady (Staff Accou ntant)  at 202-551-3891  or Terence
O’Brien (Accounting Branch Chief)  at 202-551-3355  if you have questions regarding comments
on the financial statements and related matters.  Please contact Frank Pigott (Staff Attorney)  at
202-551-3570  or Craig Slivka (Spe cial Counsel)  at 202-551-3729  with any other questions.

Christopher Wright
Pacific Ethanol, Inc.
May 1 , 2015
Page 2

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director

Cc: Via E -Mail
 Larry A. Cerutti , Esq.
 Troutman Sanders LLP
 5 Park Plaza, Suite 1400
 Irvine, CA 92614 -2545

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PACIFIC ETHANOL, INC.

400 Capitol Mall, Suite 2060

Sacramento, California 95814

Telephone: (916) 403-2123

May 4, 2015

Via EDGAR Correspondence

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Acceleration of Effective Date

    Pacific Ethanol, Inc.

    Form S-4, Filed May 4, 2015

    File No. 333-201879

Dear Ms. Long:

Pacific Ethanol, Inc., a Delaware corporation
(the “Company”) hereby requests, pursuant to Rule 461(a) of Regulation C, that the above-referenced Registration Statement
be declared effective on May 6, 2015 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter. The Company acknowledges
that:

 · should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Very truly yours,

PACIFIC ETHANOL, INC.

By: /s/ CHRISTOPHER W. WRIGHT

	Christopher W. Wright

	Vice President and General Counsel

CORRESP
1
filename1.htm

    Larry
                           A. Cerutti

949.622.2710
telephone

949.622.2739
facsimile

larry.cerutti@troutmansanders.com

    TROUTMAN
                           SANDERS LLP

Attorneys
at Law

5
Park Plaza, Suite 1400

Irvine,
CA 92614-2545

949.622.2700
telephone

troutmansanders.com

April 20, 2015

via edgar correspondence
and FEDEX

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Pacific Ethanol, Inc.

        Amendment No. 1 to Registration Statement on Form
        S-4

        Filed April 2, 2015

        File No. 333-201879

Dear Ms. Long:

This letter responds
to the comments of your letter dated April 16, 2015 relating to Pacific Ethanol, Inc. (the “Company”).

The enclosed clean
and marked-to-show-changes copies of Form S-4/A (Amendment No. 2 to Form S-4), Reg. No. 333-201879 (the “Registration
Statement”), contain revisions that are directly in response to your comments. We have reproduced below in bold font each
of your comments set forth in your letter, together with responses in regular font immediately following each reproduced comment.
The page numbers referenced below correspond to the marked versions of the Registration Statement enclosed herewith. The responses
in this letter correspond to the numbers you placed adjacent to the comments in your letter.

Cover Page

 1. We note that you checked both the accelerated filer and smaller reporting company boxes on the
cover page. Please clarify your status in your next amendment.

The Company has clarified its status as
an accelerated filer on the cover page of the Registration Statement.

Securities and Exchange Commission

April 20, 2015

Page 2

Prospectus Outside Cover Page

 2. We note your response to comment three of our letter dated March 3, 2015 and we re-issue our comment
in part. Please state simply that Pacific Ethanol will acquire Aventine through a merger.

The Company has revised the description
of the merger on the Outside Cover Page of the joint proxy statement/prospectus contained in the Registration Statement (the “Joint
Proxy Statement/Prospectus”) to describe the transaction in clear, plain English and to state that the Company will acquire
Aventine Renewable Energy Holdings, Inc. (“Aventine”) through a merger.

Aventine Forward-Looking Financial Information, page 26.

 3. We note your response to comment 13 of our letter dated March 3, 2015 and we re-issue our comment.
Please disclose why Aventine did not provide projections for the combined company and how, if at all, the lack of such combined
projections influenced its conclusions.

The disclosure in the “Aventine Forward-Looking
Financial Information” section of the Joint Proxy Statement/Prospectus on page 28 has been revised to disclose that
Aventine did not provide projections for the combined company and that the board of directors of Aventine did not consider the
financial projections of the combined company or the lack of such combined projections in connection with its evaluation of the
merger.

Aventine, and some of its major customers, have unionized
employees and could be adversely affected by labor disputes, page 48.

 4. We note your disclosure that Aventine does not have any recent experience with work stoppages by
its employees. Please tell us when Aventine last had experience with work stoppage.

The risk factor titled “Aventine and
some of its major customers, have unionized employees and could be adversely affected by labor disputes” on page 53
of the Joint Proxy Statement/Prospectus has been revised to disclose that Aventine has not had any prior experience with work stoppages
by its employees.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 67.

 5. Please provide a more informative analysis and discussion of changes in operating cash flows, including
changes in working capital components, for each period presented not merely a recitation of changes evident from the financial
statements. In doing so, please explain the underlying reasons for and implications of material changes between periods to provide
investors with an understanding of trends and variability in cash flows. For example we note that for the period ended December
31, 2014 accounts receivable increased significantly when compared to the percentage increase in net sales for Aventine with no
discussion as to the reasons. Similarly changes in accounts payable and inventory had a significant impact on working capital with
a lack of discussion. Refer to Item 303(a) of Regulation S-K.

Securities and Exchange Commission

April 20, 2015

Page 3

The disclosure in the “Change in Working
Capital and Cash Flow” section of the Joint Proxy Statement/Prospectus on pages 75 and 80 has been expanded
to describe Aventine’s changes in operating cash flows, including changes in working capital components.

Recommendation of the Pacific Ethanol Board and its Reasons
for the Merger, page 177.

 6. We note your expanded disclosure in response to comment 26 of our letter dated March 3, 2015. We
re-issue our comment in part with respect to the disclosure regarding the negative factors considered by the Pacific Ethanol Board.
Please revise your disclosure regarding the negative factors considered to clearly provide a detailed discussion that elaborates
on the conclusions drawn by the Board as to the detriments of each.

The disclosure in the “The Proposed
Merger – Recommendation of the Pacific Ethanol Board and its Reasons for the Merger” section of the Joint Proxy Statement/Prospectus
on page 196 has been revised to provide a detailed discussion that elaborates on the conclusions drawn by the board of directors
of the Company (the “Pacific Ethanol Board”) as to the detriments of each negative factor considered by the Pacific
Ethanol Board.

 7. We note your response to comment 30 of our letter dated March 3, 2015. Please elaborate on the
qualitative factors considered and explain how production capacity is qualitative rather than a quantitative projection.

The disclosure on page 198 of the
Joint Proxy Statement/Prospectus has been revised to list the material factors that Craig-Hallum discussed with the management
of the Company and Aventine on a combined basis as part of Craig-Hallum’s inquiries in connection with preparing its fairness
opinion. The reference to “qualitative” factors has been deleted in response to the Staff’s comment. The revised
disclosure also indicates that Craig-Hallum did not review financial projections for the combined company in connection with the
work Craig-Hallum performed for its fairness analysis as stated in the Company’s April 2, 2015 response letter to Comment
No. 30 in the Staff’s letter dated March 3, 2015.

Opinion of Craig-Hallum Capital Group LLC, page 179.

 8. We note your response to comment 31 of our letter dated March 3, 2015. Please disclose that no
companies or transactions meeting the criteria were excluded.

The disclosure in the “The Proposed
Merger—Opinion of Craig-Hallum Capital Group LLC” section of the Joint Proxy Statement/Prospectus on pages 202
and 203 has been revised to disclose that no companies or transactions meeting the criteria were excluded.

Securities and Exchange Commission

April 20, 2015

Page 4

Risks and Potential Negative Factors, page 190.

 9. We note your discussion in the last bullet regarding the floor for the Pacific Ethanol share price.
Please revise this bullet to provide a more detailed discussion regarding a floor price for the shares of Pacific Ethanol that
clearly elaborates on the conclusions drawn by the Aventine board as to the benefit and detriment to not including of a floor price
for the shares of Pacific Ethanol in the merger agreement, as amended. Please also revise to clarify the floor price discussion
in the bullet under the Strategic Rationale section. Specifically, it is unclear how the floor price was positively considered
when they subsequently concluded it was a dispensable condition.

The disclosure contained in the “Strategic
Rationale” and “Risks and Potentially Negative Factors” section of the Joint Proxy Statement/Prospectus on pages
209 and 210 has been revised to provide a more detailed discussion regarding the floor price condition.

Opinion of Financial Advisor to the Aventine Board, page
191.

 10. We note the disclosure that use of Duff & Phelps’ opinion was restricted solely to the
Aventine Board. Please revise to disclose that shareholders are permitted to rely upon the opinion and the disclosure in this registration
statement regarding the opinion.

The Company has been advised that the Staff has withdrawn this comment.

Additional Interests of Certain of Aventine’s Directors
and Executive Officers in the Merger, page 205.

Golden Parachute Compensation, page 206.

 11. Please revise your disclosure to estimate the amounts as of the latest practicable date. See
Instruction 1 to Item 402(t)(2) of Regulations S-K.

The disclosure contained in the “Golden
Parachute Compensation” section of the Joint Proxy Statement/Prospectus on page 226 has been revised to provide estimated
amounts of golden parachute compensation as of April 20, 2015.

Preliminary Estimated Purchase Price Consideration, page
234

 12. We note your response to comment 37 in our letter dated March 3, 2015 that you preliminarily have
determined that there are no material identifiable intangible customer relationship assets that should be separately recognized.
Your response indicates that in your assessment, the nature of the commodity business and the fact that a market seemingly exists
for all customers at the then prevailing commodity prices was a determinative factor in concluding that no material customer relationship
intangible exists. That said, we note that Aventine generally sells ethanol through short-term contracts based on indexed or fixed
prices as disclosed on page 58. In light of the fact that commodity prices can be fairly volatile, please tell us your consideration
for the need to recognize any off market contracts in your preliminary purchase price allocation as an acquired customer contract
asset or liability.

Securities and Exchange Commission

April 20, 2015

Page 5

Disclosure in the “Unaudited
Pro Form Condensed Consolidated Financial Information” section of the Joint Proxy Statement/Prospectus on page 257
has been revised to disclose that the Company reviewed open fixed contracts as of December 31, 2014 and determined that the difference
in contract prices and market was insignificant. Upon closing of the merger, the Company will review existing fixed ethanol
sales and corn purchase contracts at the closing date and determine if there are any material out of market terms that should be
considered as an asset or liability to be included in the purchase price allocation. Given that many of these contracts are short
term in nature (less than 3 months) and duration, an assessment at this time would likely not be indicative of terms and purchase
price allocation at the time of closing.

 13. Given that the purchase price allocation is considered preliminary, please provide summarized disclosures
that discuss the potential impact of any changes that may still be expected in the preliminary purchase price allocation. In doing
so, please disclose the assets and liabilities or other items of consideration for which the initial accounting is not complete.
Such information would assist investors in understanding any outstanding items along with the potential impacts they may have on
the final accounting for the business combination. Please refer to ASC 805-10-50-6 for guidance.

Disclosure in the “Unaudited Pro Form
Condensed Consolidated Financial Information” section of the Joint Proxy Statement/Prospectus on page 258 has been
revised to summarize the assets and liabilities for which the initial accounting is not complete.

Aventine Renewable Energy Holdings Inc. Notes
to the Condensed Consolidated Financial Statements

Discontinued Operations, page F-13

 14. We note the disclosure that as part of a strategic repositioning and refocusing of Aventine, a
decision was made to sell its Mount Vernon and Canton facilities in 2013. In light of the fact that the Canton facilities have
not been sold as of December 31, 2014 and you expect a final determination for the Canton facilities to occur in 2015, whereby
Aventine is currently weighing all of its disposal options, please tell us why Aventine continues to believe that the fixed assets
are appropriately classified as held for sale and the results of operations classified in discontinued operations as of December
31, 2014. Please tell us the specific considerations given to ASC 360-10-45-9 through ASC 360-1045-11 in concluding that the assets
continue to meet the held for sale criteria as of December 31, 2014.

Securities and Exchange Commission

April 20, 2015

Page 6

The Canton facilities
continue to be classified as held for sale as of December 31, 2014 and the related results included in discontinued
operations for 2014 because Aventine believes the criteria identified in ASC 360-10-45-9 are still met and the exception to
the one-year requirement identified in ASC 360-10-45-11c applies. At the time of issuing the 2013 financial statements,
Aventine had engaged a transaction advisory firm to assist Aventine with the sale of its ethanol facilities located in
Canton, Illinois and Mount Vernon, Indiana. Based on Aventine’s and its advisor’s marketing efforts, several
buyers for Canton were identified based on letters of intent received by Aventine. Negotiations were progressing in a
positive manner at the time of issuing the 2013 financial statements, and Aventine believed a future sale of the Canton
facilities was likely to occur. Due to circumstances beyond Aventine’s control, the buyer cancelled its agreement which
included exclusivity rights in 2014, and did not purchase the Canton facilities as expected. In response, Aventine and its
transaction advisor, having all necessary authority to do so, initiated additional actions to (i) re-market the asset to new
potential buyers and (ii) re-engage the other potential buyers identified in the original marketing process. The sale price
for which the Canton facility is being marketed and negotiated is at a price commensurate with similar ethanol assets of
idled status in the marketplace, and on a per gallon produced basis, in line with the Mount Vernon facility, which was sold
in the first quarter of 2014. At the time the 2014 financial statements were issued, Aventine had an agreement for the sale
of the Canton facilities with a new buyer. This transaction is contingent on the buyer’s ability to raise financing or
Aventine’s willingness to provide seller financing options to the buyer. If, it becomes likely that the sale will
not occur with this buyer, Aventine will reassess its sale options, but would still consider the sale in 2015 to be probable.
Based on the above facts, Aventine fully expects the sale of its Canton facility to occur in 2015 and believes the accounting
requirements have been met.

Commitments and Contingencies, page F-24

 15. We note your response to comment 40 in our letter dated March 3, 2015 that a reasonable estimate
of a range cannot be made for the Aurora Coop disputes. Consistent with ASC 450-20-50-4(b), please expand your disclosures to state
that such an estimate cannot be made. Additionally please expand your disclosure to discuss the factors currently inhibiting Aventine’s
ability to reasonably estimate the loss.

The “Aurora Cooperative Elevator Company
(the “Aurora Coop”) – Option Dispute” section of the Joint Proxy Statement/Prospectus on page F-25
has been revised to expand the disclosures as requested by the Staff.

Securities and Exchange Commission

April 20, 2015

Page 7

* *

April 16 , 2015

Via E -Mail
Christopher Wright , Esq.
Vice President and General Counsel
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, CA 95814

Re: Pacific Ethanol, Inc.
Amendment No. 1 to Registration Statement on Form S -4
Filed April 2 , 2015
  File No. 333 -201879

Dear Mr. Wright :

We have reviewed your amended registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless w e note
otherwise, our references to prior comments are to comments in our March 3, 2015 letter .

Cover page

1. We note that you checked both the accelerated filer and smaller reporting company boxes
on the cover page.  Please clarify your status in your next  amendment.

Prospectus Outside Cover Page

2. We note your response to comment three of our letter dated March 3, 2015 and we re -
issue our comment in part.  Please state simply that Pacific Ethanol with acquire
Aventine through a merger.

Christopher Wright
Pacific Ethanol, Inc.
April 16 , 2015
Page 2

 Aventine Forward -Looking Financial Information, page 26

3. We note your response to comment 13 of our letter dated March 3, 2015 and we re -issue
our comment.  Please disclose why Aventine did not provide projections for the
combined company and how, if at all, the lack of such combined projections influenced
its conclusions .

Aventine, and some of its major customers, have unionized employees and could be adversely
affected by labor disputes, page 48

4. We note your disclosure that Aventine does not have any recent experience  with work
stoppages by its employees.  Please tell us when Aventine last had experience with work
stoppage.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
67

5. Please provide a more informative analysis and dis cussion of changes in operating cash
flows, including changes in working capital components, for each period presented  not
merely a recitation of changes evident from the financial statements.  In doing so, please
explain the underlying reasons for and imp lications of material changes between periods
to provide investors with an understanding of trends and variability in cash flows.   For
example we note that for the period ended December 31, 2014 accounts receivable
increased significantly when compared to the percentage increase in net sales for
Aventine with no discussion as to the reasons.   Similarly changes in accounts payable and
inventory had a significant impact on working capital with a lack of discussion .  Refer to
Item 303(a) of Regulation S -K.

Recommendation of the Pacific Ethanol Board and its Reasons for the Merger, page 177

6. We note your expanded disclosure in response to comment 26 of our letter dated March
3, 2015.  We re -issue our comment in part with respect to the disclosure regarding the
negative factors considered by the Pacific Ethanol Board.  Please revise your disclosure
regarding the negative factors considered to clearly provide a detailed discussion that
elaborates on the conclusions drawn by the Board as to the detriments of each .

7. We note your response to comment 30 of our letter dated March 3, 2015.  Please
elaborate on the qualitative factors considered and explain how production capacity is
qualitative rather than a quantitative projection.

Christopher Wright
Pacific Ethanol, Inc.
April 16 , 2015
Page 3

 Opinion of Craig -Hallum Capital Group LLC, page 179

8. We note your response to comment 31 of our letter dated March 3, 2015.  Please disclose
that no companies or transactions meeting the criteria were excluded.

Risks and Potential Negative Factors, page 190

9. We not e your discussion in the last bullet regarding the floor for the Pacific Ethanol share
price.  Please revise this bullet to provide a more detailed discussion regarding a floor
price for the shares of Pacific Ethanol that clearly elaborates on the conclusi ons drawn by
the Aventine board as to the benefit and detriment to not including of a floor price for the
shares of Pacific Ethanol in the merger agreement, as amended.  Please also revise to
clarify the floor price discussion in the bullet under the Strat egic Rationale section.
Specifically, it is unclear how the floor price was positively considered when they
subsequently concluded it was a dispensable condition.

Opinion of Financial Advisor to the Aventine Board , page 191
10. We note the disclosure that use of Duff & Phelps’ opinion was restricted solely to the
Aventine Board.  Please revise to disclose that shareholders are permitted to rely upon the
opinion and the disclosure in this registration statement regarding the opinion.

Additional Interests of Certain of Aventine’s Directors and Executive Officers in the Merger,
page 205

Golden Parachute Compensation, page 206

11. Please revise your disclosure to estimate the amounts as of the latest practicable date.
See Instruction 1 to Item 402(t)(2) of Regula tion S -K.

Preliminary Estimated Purchase Price Consideration, page 234

12. We note your response to comment 37 in our letter dated March 3, 2015 that you
preliminarily have determined that there are no material identifiable intangible customer
relationship assets that should be separately recognized.   Your response indicates that in
your assessment, the nature of the commodity business and the fact that a market
seemingly exists for all customers at the then prevailing commodity prices was a
determinative fa ctor in concluding that no material customer relationship intangible
exists.   That said, we note that Aventine generally sells ethanol through short -term
contracts based on indexed or fixed prices as disclosed on page 58.   In light of the fact
that commodi ty prices can be fairly volatile, please tell us your consideration for the need
to recognize any off market contracts in your preliminary purchase price allocation as an
acquired customer contract asset or liability.

Christopher Wright
Pacific Ethanol, Inc.
April 16 , 2015
Page 4

13. Given that the purchase price allocat ion is considered preliminary, please provide
summarized disclosures that discuss the potential impact of any changes that may still be
expected in the preliminary purchase price allocation.   In doing so, please disclose the
assets and liabilities or other  items of consideration for which the initial accounting is not
complete.  Such information would assist investors in understanding any outstanding
items along with the potential impacts they may have on the final accounting for the
business combination.  Please refer to ASC 805 -10-50-6 for guidance.

Aventine Renewable Energy Holdings Inc. Notes to the Condensed Consolidated Financial
Statements

Discontinued Operations, page F -13

14. We note the disclosure that as part of a strategic repositioning and refoc using of
Aventine, a decision was made to sell its Mount Vernon and Canton facilities in 2013.  In
light of the fact that the Canton facilities have not bee n sold as of December 31, 2014 and
you expect a final determination for the Canton facilities to occ ur in 2015, whereby
Aventine is currently weighing all of its disposal options, please tell us why Aventine
continues to believe that the fixed assets are appropriately classified as held for sale and
the results of operations classified in discontinued op erations as of December 31, 2014.
Please tell us the specific considerations given to ASC 360 -10-45-9 through ASC 360 -10-
45-11 in concluding that the assets continue to meet the held for sale criteria as of
December 31, 2014.

Commitments and Contingenc ies, page F -24

15. We note your response to comment 40 in our letter dated March 3, 2015 that a reasonable
estimate of a range cannot be made for the Aurora Coop disputes.  Consistent with ASC
450-20-50-4(b), please expand your disclosures to state that such an estimate cannot be
made.  Additionally please expand your disclosure to discuss the factors currently
inhibiting Aventine’s ability to reasonably estimate the loss.

Christopher Wright
Pacific Ethanol, Inc.
April 16 , 2015
Page 5

 You may contact Ameen Hamady (Staff Accountant)  at 202-551-3891  or Terence
O’Brien (Acc ounting Branch Chief)  at 202-551-3355  if you have questions regarding comments
on the financial statements and related matters.  Please contact Frank Pigott (Staff Attorney)  at
202-551-3570  or Craig Slivka (Special Counsel)  at 202-551-3729  with any other questions.

Sincerely,

 /s/ Craig S livka, for

 Pamela Long
Assistant Director

Cc: Via Email
 Larry A. Cerutti , Esq.
 Troutman Sanders LLP
 5 Park Plaza, Suite 1400
 Irvine, CA 92614 -2545

CORRESP
1
filename1.htm

    Larry A. Cerutti

949.622.2710 telephone

949.622.2739 facsimile

larry.cerutti@troutmansanders.com

    TROUTMAN SANDERS LLP

Attorneys at Law

5 Park Plaza, Suite 1400

Irvine, CA 92614-2545

949.622.2700 telephone

troutmansanders.com

April 2, 2015

via edgar correspondence
and FEDEX

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

        Pacific Ethanol, Inc.

        Registration Statement
        on Form S-4

        Filed February
        4, 2015

        File
No. 333-201879

Dear Ms. Long:

This letter responds
to the comments of your letter dated March 3, 2015 relating to Pacific Ethanol, Inc. (the “Company”).

The enclosed clean
and marked-to-show-changes copies of Form S-4/A (Amendment No. 1 to Form S-4), Reg. No. 333-201879 (the “Registration
Statement”), contain revisions that are directly in response to your comments. We have reproduced below in bold font each
of your comments set forth in your letter, together with responses in regular font immediately following each reproduced comment.
The page numbers referenced below correspond to the marked versions of the Registration Statement enclosed herewith. The responses
in this letter correspond to the numbers you placed adjacent to the comments in your letter (we note that there are two comments
numbered as comment 35).

General

 1. Please provide us with copies of all materials prepared by the financial advisors and shared
with the boards of directors and their representatives. This includes copies of the board books and all transcripts and video presentations.

Enclosed with this comment letter
(mailed via FEDEX) are copies of all materials (i) prepared by the Company’s financial advisor, Craig- Hallum Capital Group
LLC (Craig-Hallum”), and shared with the board of directors of the Company (the “Pacific Ethanol Board”) and
its representatives and (ii) prepared by RPA Advisors, LLC (“RPA”), the due diligence advisor to Aventine Renewable
Energy Holdings, Inc. (“Aventine”), and shared with the board of directors of Aventine(the “Aventine Board”)
and its representatives. The materials are comprised of the following:

Atlanta   BEIJING   Chicago   Hong
Kong   New York   Norfolk   Orange County   Portland

Raleigh   Richmond   San Diego   Shanghai   Tysons Corner   Virginia
Beach   Washington, DC

Securities and Exchange Commission

April 2, 2015

Page 2

Pacific Ethanol

 · PowerPoint presentations dated December 24, 2014 and December 29, 2014 prepared by Craig-Hallum.

 · Opinion Letter dated December 29, 2014 prepared by Craig-Hallum.

Aventine

 · PowerPoint presentation dated December 30, 2014 prepared by RPA.

The written confidential presentation
materials prepared by Duff & Phelps LLC (“Duff & Phelps”), in its role as financial advisor to Aventine, including
the Aventine Board books prepared by Duff & Phelps and presented to the Aventine Board, are being provided to the Staff by
Jones Day, as counsel to Duff & Phelps, under separate cover on a confidential and supplemental basis pursuant to Rule 418
of the Securities Act of 1933, as amended and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with
such Rules, such materials are being provided together with a request that these materials be returned promptly following completion
of the Staff’s review thereof. Such materials are not, and will not be filed with or deemed to be part of the Registration
Statement, including any amendments thereto. By separate letter, a request for confidential treatment of these materials pursuant
to the provisions of 17.C.F.R. §200.83 has been made.

 2. Please note that all exhibits and appendices are subject to our review. Accordingly, please
file or submit all of your exhibits with your next amendment or as soon as possible. Please note that we may have comments on these
exhibits once they are filed, as well as the related disclosure in the filing. Please understand that we will need adequate time
to review these materials before accelerating effectiveness.

The following previously omitted
exhibits and appendices are included as Exhibits to the Registration Statement:

Exhibit 2.2 – Amendment
No. 1 to Agreement and Plan of Merger

Exhibit 8.1 – Opinion of Troutman
Sanders LLP

Exhibit 8.2 – Opinion of Akin
Gump Strauss Hauer & Feld LLP

Exhibit 23.5 – Consent of Akin
Gump Strauss Hauer & Feld LLP

Exhibit 99.1 – Form of Proxy
Card of Pacific Ethanol, Inc.

Exhibit 99.2 – Form of Proxy
Card of Aventine Renewable Energy Holdings, Inc.

Exhibit 99.7 – List of Companies
Included in Hay Group Survey Data

The Company does not believe any additional
materials are required to be filed as Exhibits to the Registration Statement.

Securities and Exchange Commission

April 2, 2015

Page 3

Prospectus’ Outside Cover Page

 3. Please revise your descriptions of the merger to describe the transaction in clear, plain English.
Please state simply that Pacific Ethanol will acquire Aventine through a merger.

The Company has revised the
description of the merger on the Outside Cover Page of the joint proxy statement/prospectus contained in the Registration Statement
(the “Joint Proxy Statement/Prospectus”) and elsewhere throughout the Joint Proxy Statement/Prospectus to describe
the transaction in clear, plain English and to state that the Company will acquire Aventine through a merger.

 4. Because this letter to shareholders also serves as soliciting material, strive for a balanced presentation. Where you include
the boards’ recommendation here and elsewhere, disclose with equal prominence that board members will directly benefit from
the merger. In particular we note that Aventine board members have interests in the merger beyond those of most shareholders.

Disclosure regarding the recommendation
of the Aventine Board on the Outside Cover Page of the Joint Proxy Statement/Prospectus and elsewhere throughout the Joint Proxy
Statement/Prospectus has been revised to include disclosure regarding the interests in the merger of members of the Aventine Board
beyond those of most of Aventine’s stockholders. The Company notes that members of the Pacific Ethanol Board will not directly
benefit from the merger beyond benefiting in their capacity as stockholders of the Company.

 5. In addition to stating that the stockholders of Pacific Ethanol will continue to own their
existing shares and the rights and privileges of their existing shares will not be affected by the merger, please disclose that
they will experience dilution from the issuance of shares in this merger. Please revise the disclosure on page 2 under the heading
“Q: What will Aventine stockholders receive in the merger for their shares?” as well.

The Company has revised the
disclosure on the Outside Cover Page of the Joint Proxy Statement/Prospectus, under the heading “Q: What will Aventine stockholders
receive in the merger for their shares?” on page 18 of the Joint Proxy Statement/Prospectus and elsewhere in the Joint
Proxy Statement/Prospectus to disclose that the Company’s stockholders will experience dilution in the amount of 42% as a
result of the issuance of shares in the merger.

Securities and Exchange Commission

April 2, 2015

Page 4

Additional Information

 6. In addition to specifying the date by which stockholders must request copies of documents incorporated
by reference into the proxy statement/prospectus, please disclose that to obtain timely delivery of such information, stockholders
must request the information no later than five business days before the date they must make their investment decision. See
Item 2 of Form S-4.

The Company has revised the
disclosure on the Outside Cover Page of the Joint Proxy Statement/Prospectus to disclose that to obtain timely delivery of copies
of documents incorporated by reference into the Joint Proxy Statement/Prospectus, stockholders must request the information no
later than five business days before the date of the meeting (i.e., the date that the stockholders will make their investment decision).

Questions and Answers About The Merger, page
1

Q: Why is Pacific Ethanol asking to amend
its Certificate of Incorporation to create a class of non-voting common stock?, page 5

 7. Here and elsewhere in the prospectus as appropriate, please disclose the reason for structuring
the merger consideration to include non-voting stock.

The disclosure in the “Questions
and Answers About the Merger” section under the heading “Q: Why is Pacific Ethanol asking to amend its Certificate
of Incorporation to create a class of non-voting common stock?” on page 21 of the Joint Proxy Statement/Prospectus
and in the “Merger Consideration” sections on page 196 and page 251 in the Joint Proxy Statement/Prospectus
has been expanded to disclose the reason for structuring the merger consideration to include non-voting common stock.

Q. Will the merger be taxable to stockholders
of Aventine?, page 6

 8. We note your disclosure that in order to maintain the tax free treatment of the merger, Pacific Ethanol is limited in the
amount of non-voting common stock that may be issued. Please expand your disclosure to include more information regarding the limit
of non-voting common stock that may be issued.

The disclosure in the “Questions
and Answers About the Merger” section under the heading “Q. Will the merger be taxable to stockholders of Aventine?”
on page 22 of the Joint Proxy Statement/Prospectus and elsewhere in the Joint Proxy Statement/Prospectus has been expanded
to include additional information regarding the limit on the amount of non-voting common stock that may be issued.

Securities and Exchange Commission

April 2, 2015

Page 5

Q: Does Aventine’s board of directors recommend
that Aventine stockholders adopt the merger agreement and the transactions contemplated thereby? , page 8

 9. Please disclose the aggregate value of the interests that Aventine’s board has in this merger.

Disclosure has been added on page
228 of the Joint Proxy Statement/Prospectus to clarify that in connection with the merger, the Aventine Board will receive
indemnification for acts or omissions occurring prior to the effective time of the merger. The merger agreement also provides that,
prior to the effective time of the merger, Aventine will purchase “tail” officers’ and directors’ liability
insurance policies on terms and conditions reasonably comparable to Aventine’s existing directors’ and officers’
liability insurance. Aventine has represented to the Company that although the Aventine Board has the interests described above,
no member of the Aventine Board has any equity interest or equivalent in Aventine capital stock.

Q: Are there any Pacific Ethanol or Aventine
stockholders already committed to vote in favor of the merger-related proposals?

 10. Please disclose the number of stockholders Pacific Ethanol entered voting agreements with.

The Company has revised the disclosure
in the “Questions and Answers About the Merger” section under the heading “Q: Are there any Pacific Ethanol or
Aventine stockholders already committed to vote in favor of the merger-related proposals?” on page 22 of the Joint
Proxy Statement/Prospectus and elsewhere in the Joint Proxy Statement/Prospectus to disclose the number of Aventine stockholders
that the Company has entered into voting agreements with.

Summary, page 14

Conditions to Completion of the Merger, page
24

 11. Please discuss the $10 price condition here and place the likelihood of meeting this condition in context by discussing
Pacific Ethanol’s most recent prices. We note the first risk factor.

The
Company and Aventine have entered into Amendment No. 1 to Agreement and Plan of Merger dated March 31, 2015
(the “Amendment”), which Amendment, among other things, eliminates the $10 price condition. Accordingly, the
Company has revised the disclosure in the Joint Proxy Statement/Prospectus to provide a summary of the terms of the Amendment
in the “Background of the Merger” section on page 215 of the Joint Proxy Statement/Prospectus” and
to remove previous disclosure regarding the $10 price condition throughout the Joint Proxy Statement/Prospectus. The
Amendment has been filed as Exhibit 2.2 to the Registration Statement.

Securities and Exchange Commission

April 2, 2015

Page 6

Stockholders Agreements, page 26

 12. Please fully explain the drag-along requirement.

The disclosure in the “Summary”
section under the heading “Stockholder Agreements” on page 39 of the Joint Proxy Statement/Prospectus has been
expanded to fully discuss the drag-along requirement contained in the Aventine Stockholders Agreement.

Aventine Forward-Looking Financial Information,
page 22

 13. Please disclose why Aventine did not provide projections for the combined company.

Aventine has represented to the Company
that Aventine did not prepare financial projections for the combined company in connection with the financial analysis of the merger
undertaken by Aventine. Aventine has represented to the Company that the Aventine Board did not review or consider any financial
projections for the combined company as part of its deliberation process to approve the merger. Aventine has further represented
to the Company that the Aventine Board reviewed and considered the stand-alone financial projections of Aventine and Pacific Ethanol
in connection with its deliberation process. These stand-alone projections have been disclosed in the section titled “Summary—Forward-Looking
Financial Information—Aventine Forward-Looking Financial Information” on page 35. Further, Aventine has represented
to the Company that the Aventine Board considered a number of additional factors with respect to the approval of the merger, which
can be found in the Joint Proxy Statement/Prospectus, in the section titled “The Proposed Merger—Recommendation of
the Aventine Board and its Reasons for the Merger” on page 228. Aventine has represented to the Company that these
factors include, without limitation, the belief of Aventine’s management of the combined company’s stronger balance
sheet, enhanced liquidity, more diverse geographical footprint, expected cost synergies, enhanced potential to pursue strategic
initiatives, the tax-free nature of this transaction, the enhanced liquidity of Pacific Ethanol’s publicly-traded common
stock, a fixed exchange ratio, a floor share price as a condition to closing and Aventine’s right to pursue unsolicited superior
takeover proposals.

In addition, Aventine has represented
to the Company that neither RPA Advisors, who assisted Aventine with financial due diligence in connection with the merger, nor
Duff & Phelps LLC, Aventine’s financial advisor who provided the fairness opinion to the Aventine Board, prepared, reviewed,
considered or were provided any financial projections for the combined company.

Securities and Exchange Commission

April 2, 2015

Page 7

Shares beneficially Owned by Directors and Executive
Officers of Pacific Ethanol and Aventine, page 26

 14. Please expand your disclosure to include the vote required for approval of the merger. See Item 3(h) of Form S-4.

The Company has expanded the disclosure
in the “Summary” section under the heading “Shares beneficially Owned by Directors and Executive Officers of
Pacific Ethanol and Aventine” on page 39 of Joint Proxy Statement/Prospectus to include the vote required for approval
of the merger by the Company’s stockholders. Aventine’s directors and executive officers do not beneficially own any
shares of Aventine common stock.

The issuance of shares of Pacific Ethanol common
stock and non-voting common stock to Aventine stockholders in the merger will substantially dilute the interest in Pacific Ethanol
held by Pacific Ethanol stockholders prior to the merger, page 33

 15. Please quantify to the extent possible the level dil

March 3, 2015

Via E -Mail
Christopher Wright , Esq.
Vice President and General Counsel
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, CA 95814

Re: Pacific Ethanol, Inc.
Registration Statement on Form S -4
Filed February 4, 2015
  File No. 333 -201879

Dear Mr. Wright :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so  we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendm ent is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please provide us with copi es of all materials prepared by the financial advisors and shared
with the boards of directors and their representatives.  This includes copies of the board
books and all transcripts and video presentations.

2. Please note that all exhibits and appendices ar e subject to our review.  Accordingly, please
file or submit all of your exhibits with you r next amendment or as soon as possible.  Please
note that we may have comments on these exhibits once they are filed, as well as the related
disclosure in the filing .  Please understand that we will need adequate time to review these
materials before accelerating effectiveness.

Christopher Wright
Pacific Ethanol, Inc.
March 3, 2015
Page 2

 Prospectus’ Outside Cover Page

3. Please revise your descriptions of the merger to describe the transaction in clear, plain
English. Please sta te simply that Pacific Ethanol will acquire Aventine through a merger.

4. Because this letter to shareholders also serves as soliciting material, strive for a balanced
presentation.  Where you include the boards’ recommendation here and elsewhere, disclose
with equal prominence that board members will directly benefit from the merger.  In
particular we note that Aventine board members have interests in the merger beyond those of
most shareholders.

5. In addition to stating that the stockholders of Pacific Ethanol will continue to own their
existing shares and the rights and privileges of their existing shares will not be affected by
the merger, please disclose that they will experience dilution from th e issuance of shares in
this merger.  Please revise the disclosure on page 2 under the heading “Q: What will
Aventine stockholders receive in the merger for their shares?” as well.

Additional Information

6. In addition to specifying the date by which stock holders must request copies of documents
incorporated by reference into the proxy statement/prospectus, please disclose that to obtain
timely delivery of such information, s tockholders  must request the information no later than
five business days before the  date they must make their investment decision.  See Item 2 of
Form S -4.

Questions and Answers About The Merger, page 1
Q: Why is Pacific Ethanol asking to amend its Certificate of Incorporation to create a class of
non-voting common stock?, page 5
7. Here  and elsewhere in the prospectus as appropriate, p lease disclose the reason for
structuring the merger consideration to include non -voting stock.
Q. Will the merger be taxable to stockholders of Aventine?, page 6

8. We note your disclosure that in order to m aintain the tax free treatment of the merger, Pacific
Ethanol is limited in the amount of non -voting common stock that may be issued.  Please
expand your disclosure to include more information regarding the limit of non -voting
common stock that may be issu ed.
Q: Does Aventine’s board of directors recommend that Aventine stockholders adopt the merger
agreement and the transactions contemplated thereby? , page 8
9. Please disclose the aggregate value of the inter ests that Aventine’s board has in this merger.

Christopher Wright
Pacific Ethanol, Inc.
March 3, 2015
Page 3

 Q: Are there any Pacific Ethanol or Aventine stockholders already committed to vote in favor of
the merger -related proposals?

10. Please disclose the number of stockholders Pacific Ethanol entered voting agreements with.

Summary, page 14

Conditions to Compl etion of the Merger, page 24

11. Please discuss the $10 price condition here and place the likelihood of meeting this condition
in context by discussing Pacific Ethanol’s most recent prices.  We note the first risk factor.
Stockholders Agreements, page 26
12. Please fully explain the drag -along requirement.
Aventine Forward -Looking Financial Information, page 22

13. Please disclose why Aventine did not provide projections for the combined company.

Shares beneficially Owned by Directors and Executive Officers of Pacific Ethanol
and Aventine, page 26

14. Please expand your disclosure to include the vote required for approval of the merger.  See
Item 3(h) of Form S -4.

The issuance of shares of Pacific Ethanol common stock and non -voting common stock to
Aventine stockh olders in the merger will substantially dilute the interest in Pacific Ethanol held
by Pacific Ethanol stockholders prior to the merger, page 33

15. Please quantify t o the extent possible the level dilution expected.

Aventine has significant indebtedness und er a term loan facility…, page 37

16. Please disclose the status of covenant compliance.

Aventine is currently engaged in litigation stemming from contractual obligations to complete
certain capacity expansions in Aurora, Nebraska, page 37
17. Please disclose with specificity the consequences of a negative outcome in this litigation.

Christopher Wright
Pacific Ethanol, Inc.
March 3, 2015
Page 4

 Aventine depends on rail, truck, and barge transportation for delivery of corn to it and the
distribution of ethanol to its customers, page 42

18. Please disclose th e impact the litigation will have on the arrangements discussed here.

Aventine, and some of its major customers, have unionized employees and could be adversely
affected by labor disputes, page 42

19. Please disclose any experience with work stoppages.

The failure to integrate successfully the businesses of Pacific Ethanol and Aventine in the
expected timeframe would adversely affect the combined company’s future results following the
completion of the merger, page 43

20. To the extent estimable, please dis close the costs (or range of costs) expected to be incurred
as a result of the merger.  We note the disclosure on page 45 that the “exact magnitude” is
currently unknown.

Pacific Ethanol’s ability to utilize net operating loss carryforwards and certain o ther tax
attributes may be limited, page 45

21. Please quantify to the extent possible the amount of potential lost benefit discussed here.

Results of Operations, page 55

22. On page 58, you state the $2 million increase in depreciation and amortization expens e
during the nine months ended September 30, 2014, was “primarily related to Aventine’s
Aurora facilities.”  Please revise to expand your explanation to identify the specific plants
and describe the specific events that led to increased depreciation.

The Proposed Merger, page 86

23. We note your disclosure starting on page 88 regarding the discussion of an equity exchange
transaction.  Please tell us whether any alternative transactions were considered?  If so,
please revise your disclosure to discuss the alt ernative transactions that were considered,
including why such alternative transactions were not pursued.

24. We note your disclosure on page 97 that on December 9, 2014 a representative of Akin
Gump conducted a telephone conference call to discuss, among oth er things, the inclusion of
Pacific Ethanol non -voting common stock as a component of the merger consideration.
Please revise your prospectus to include disclosure regarding the discussions involving the
addition of non -voting common stock to the merger c onsideration.  Please make
corresponding revisions to the Summary section.

Christopher Wright
Pacific Ethanol, Inc.
March 3, 2015
Page 5

 Background of the Merger, page 88

25. Please revise the discussion in this section to describe in sufficient detail who initiated
contact among the parties, identify all parties pres ent at the meetings, explain the material
issues discussed, and the positions taken by those involved in each meeting.  We may have
additional comments.

Recommendation of the Pacific Ethanol Board and its Reasons for the Merger, page 103

26. Please review and revise the disclosure throughout this section to clearly provide a
reasonably detailed discussion that clearly elaborates on the conclusions drawn by the board
as to the benefits or detriments of each factor.  Additionally, disclose whether all factors
deemed material were discussed in the prospectus.  The current disclosure is often conclusory
in nature or unclear.  Please do the same for the recommendation section related to
Aventine’s board.

Risks and Potentially Negative Factors , page 104

27. Please explain how the first bullet represents a negative factor.

28. Please tell us why the financial presentation of Craig -Hallum and its opinion dated December
29, 2014 constitutes a risk and/or potentially negative factor.

29. Please tell  us whether you considered  including  Aventine’s $1 61,000,000 in debt as a
negative factor to the merger.

Opinion of Craig -Hallum Capital Group, LLC, page 105

30. Please clarify whether the financial advisor reviewed the combined financial projections.  We
note they discussed them wit h management.

31. Please revise to provide expanded disclosure concerning the methodology and criteria used in
selecting the companies and transactions analyzed, including whether any companies or
transactions meeting the criteria were excluded.

Recommenda tion of the Aventine Board and its Reasons for the Merger, page 114

Risks and Potentially Negative Factors, page 116

32. Please disclose whether the fact that the financial adviser did not assess similar companies or
transactions was a factor in the board’s determination.

Christopher Wright
Pacific Ethanol, Inc.
March 3, 2015
Page 6

 Opinion of Financial Advisor to the Aventine Board, page 117

33. We note the  limitation on  reliance by “any other person,” which presumably includes
shareholders, appearing in the Duff & Phelps  opinion and the d escriptions th ereof app earing
in the prosp ectus.  Please d isclose the basis for Duff & Phelps ’ belief  that sh areholders cannot
rely upon  the opinion including (but not  limited to)  whether Duff & Phelps in tends to ass ert
the substance of the dis claimer  as a defense to sh areholder claims  that m ight be b rought
against it under appl icable state law.  Describe whether the governing state law has addressed
the availability of such a defense to Duff & Phelps in  connection with a ny such shareholder
claim;  if not, a  statement must be added that the issue n ecessarily would have  to be resolved
by a court of compet ent jurisdiction.  Also dis close that the availability or non-availability of
such a defense will have no effect on the rights and respons ibilities of  the bo ard of  directors
under governing state law or the rights and respons ibilities of either Duff & Phelps or  the
board of  directors un der the federal securities laws.

34. We note your disclosure on page 118 that Duff & Phelps reviewed the publicly traded
securities of certain other companies  and analyzed certain transactions that Duff & Phelps
deemed relevant.  Please reconcile such disclosure with your disclosure on page 120 that
Duff & Phelps was neither able to identify any relevant transactions nor able to analyze any
public companies tha t were sufficiently comparable.

Discounted Cash Flow, page 120

35. Please disclose the conclusions of this analysis in clear, plain English.

Unaudited Pro Forma Condensed Consolidated Financial Information, page 153

35. Please tell us what consideration you have given to including an adjustment to your pro
forma balance sheet for direct, incremental transaction costs related to the business
combination that are not yet reflected in the historical financial statements. See  Article 11 -
02(b)(6) of Regulation S -X.

Preliminary Estimated Purchase Price Consideration, page 157

36. We note that your purchase  price  allocation  results in a bargain purchase gain. Please
confirm to us that you have reassessed whether you have correctl y identified all of the assets
acquired and all of the liabilities assumed and that you have properly measured the
consideration transferred. Please address why you believe that it is reasonable that this
transaction would result in a bargain purchase gain . See ASC 805 -30-25-4 for reference.

37. We note your disclosure that “based on your preliminary analysis, no material identifiable
intangible assets have been determined” and that none of the purchase price has been
allocated to any identifiable intangible a ssets. We further note that you disclose that “some of
Aventine’s customer base has purchased ethanol from Aventine for over ten years,” on page
52. Given this, please tell us what consideration was given to identifying customer based
intangibles based on the contractual or separability criteria in ASC 805.

Christopher Wright
Pacific Ethanol, Inc.
March 3, 2015
Page 7

38. We note that Aventine leases certain assets such as rail cars, barges, buildings and equipment
under noncancelable operating leases as disclosed on page F -14. Please tell us what
consideration was give n to identifying whether the terms of those leases are favorable or
unfavorable when establishing your preliminary estimated purchase price allocation. See
ASC 805 -20-25-12.

Disclosure of Pacific Ethanol Capital Stock, page 160

Non-Voting Common Stock, p age 161

39. Please revise your disclosure to state that the non -voting common stock will not be listed on
the NASDAQ.  We note the disclosure on page 129.

Aventine Renewable Energy Holdings Inc. Notes  to the Condensed Consolidated Financial
Statements (Unaudited)
Commitments and Contingencies, page F -15

40. We note the two loss contingencies concerning Aurora Cooperative Elevator Company.  For
each of these contingencies you state on page F -36 that you are “unable to determine the
impact such litigation wi ll have.”  Please explain to us the reasons you cannot estimate the
reasonably possible additional loss or range of loss for each of these contingencies, including
(1) the procedures you undertake on a quarterly basis to attempt to develop a range of
reaso nably possible loss for disclosure and (2) what specific factors are causing the inability
to estimate and when you expect those factors to be alleviated.

Pacific Ethanol Form 10 -K for the period ended December 31, 2013

Item 1. Business

41. Please revise fu ture filings to disclose the amount of revenue earned in each period from the
sale of ethanol and the sale of co -products.  Please revise your discussion of the results of
operations on page 30 to clarify how the changes in quantities produced and related pricing
impacted your results.  Refer to ASC 280 -10-50-40 and Item 303 of Regulation S -K.  Please
provide us with an example of your intended future 10 -K disclosure and revise your Form S -
4 to include this information, as well.

Risk Factors, page 16

42. We note in your risk factors that your business is materially dependent on a small number of
third -party suppliers. In future filings please disclose the amount of revenue generated from
the sales of ethanol as a result of these third party suppliers.   Please  provide us with an
example of the disclosure using actual numbers for the years currently presented.

Christopher Wright
Pacific Ethanol, Inc.
March 3, 2015
Page 8

 Revenue Recognition , page 38

4

January 2, 2014

Via E -mail
Mr. Bryon T. McGregor
Chief Financial Officer
Pacific Ethanol , Inc.
400 Capitol Mall , Suite 2060
Sacramento, C A 95814

Re: Pacific Eth anol, Inc.
  Form 10-K for the year ended December 31, 2012
Filed April 1 , 2013
File No. 0-21467

Dear Mr. McGregor :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa N. Rocha

Senior Assistant Chief Accou ntant

CORRESP
1
filename1.htm

[TROUTMAN SANDERS LLP LETTERHEAD]

December 20, 2013

VIA EDGAR CORRESPONDENCE

    Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3628

100 F Street, NE

Washington, D.C.  20549-3628

    Re:

        Pacific
        Ethanol, Inc.

        Form 10-K for the Fiscal
        Year Ended December 31, 2012

        Filed April 1, 2013

        File No. 000-21467

Dear Ms. Rocha:

This letter responds to the
comments of your letter dated December 16, 2013 relating to Pacific Ethanol, Inc. (the “Company”).

We have reproduced below in
bold font each of your comments set forth in your letter, together with the Company’s responses in regular font immediately
following each reproduced comment. The Company’s responses in this letter correspond to the numbers you placed adjacent to
the comments in your letter.

Form 10-Q for the period ended September 30, 2013

Note 12. Subsequent Events, page 22

 1. We note your disclosure regarding conversions of Series B notes through November 8, 2013, however
no specific statement was made regarding the date through which you evaluated your subsequent events. Please confirm that November
8, 2013 was the date through which you evaluated your subsequent events.

The
Company’s September 30, 2013 Form 10-Q was filed with the Securities and Exchange Commission on November 12, 2013. As an
accounting policy, the Company evaluates subsequent events through the date of each filing. The Company evaluated its subsequent
events through November 12, 2013. No conversion notices with respect to the Series B Notes were received or processed by the Company
after November 8, 2013 and through November 12, 2013. Therefore, no subsequent event disclosure was required with respect to conversions
of Series B Notes after November 8, 2013.

 2. Regarding your sugar feedstock purchase on October 1, 2013, tell us if this purchase was a nonrecognized
subsequent event or a recognized subsequent event and how your accounting and/or disclosure complies with ASC 855. In this regard,
it appears as if you have recognized this purchase in your September 30, 2013 financial statements resulting in an increase in
prepaid inventory and borrowings.

The
Company’s sugar feedstock purchase agreement was treated as a nonrecognized subsequent event resulting in no adjustments
to the Company’s financial statements in accordance with ASC 855. The Company entered into its feedstock agreement on October
1, 2013, and on such date recorded in its financial statements the related inventory purchase, cash payment and liability. No such
amounts were recorded as of September 30, 2013. The increase in prepaid inventory and borrowings were unrelated to the sugar feedstock
purchase.

We
trust that the foregoing is responsive to the comments contained in your letter of comments dated December 16, 2013. If you have
any questions, please call me at (949) 622-2710.

    Sincerely yours,

    TROUTMAN SANDERS LLP

    /s/ Larry A. Cerutti

    Larry A. Cerutti

Enclosures

cc:  Ms. Jenn Do (via Edgar correspondence)

Mr. Neil M. Koehler (via email)

Mr. Bryon T. McGregor (via email)

Christopher W. Wright, Esq. (via email)

December 16, 2013

Via E -mail
Mr. Bryon T. McGregor
Chief Financial Officer
Pacific Ethanol , Inc.
400 Capitol Mall , Suite 2060
Sacramento, C A 95814

Re: Pacific Eth anol, Inc.
  Form 10-K for the year ended December 31, 2012
Filed April 1 , 2013
File No. 0-21467

Dear Mr. McGregor :

We have reviewed your response dated November 22 , 2013  and have the following
comments.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you prov ide in response to these  comments, we may
have  additional comments.

Form 10 -Q for the period ended September 30, 2013

Note 12. Subsequent Events, page 22

1. We note your disclosure regarding conversions of Series B notes through November 8,
2013 , however no specific statement was made regarding the date through which you
evaluated your subsequent events.  Please confirm that November 8, 2013 was the date
throug h which you ev aluated your subsequent events.

2. Regarding your sugar feedstock purchase on October 1, 2013, tell us if this purchase was
a nonrecognized subsequent event or a recognized subsequent event and how your
accounting and/or disclosure complies w ith ASC 855.  In this regard, it appears as if you
have recognized this purchase in your September 30, 2013 financial statements resulting
in an increase in prepaid inventory and borrowings.

Mr. Bryon T. McGregor
Pacific Ethanol , Inc.
December 16, 2013
Page 2

 You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3854  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    Larry
                                                                                                          A. Cerutti

949.622.2710 telephone

949.622.2739 facsimile

larry.cerutti@troutmansanders.com

    TROUTMAN
                                                                                                          SANDERS LLP

Attorneys at
Law

5 Park Plaza,
Suite 1400

Irvine, CA
92614-2545

949.622.2700
telephone

troutmansanders.com

November 22, 2013

VIA EDGAR CORRESPONDENCE

    Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3628

100 F Street, NE

Washington, D.C.  20549-3628

    Re:

        Pacific
        Ethanol, Inc.

        Form 10-K for the Fiscal
        Year Ended December 31, 2012

        Filed April 1, 2013

        File No.
        000-21467

Dear Ms. Rocha:

This letter responds to
the comments of your letter dated November 7, 2013 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which
letter is enclosed for your convenience.

We have reproduced below
in bold font each of your comments set forth in your letter, together with the Company’s responses in regular font immediately
following each reproduced comment. The Company’s responses in this letter correspond to the numbers you placed adjacent
to the comments in your letter.

Form 10-K for the Fiscal Year Ended December 31, 2012

2. Variable Interest Entity, page F-16

 1. We have read your response to comment 1 in our letter dated October 3, 2013. We note that the amount
of net sales and net losses attributable to New PE HoldCo account for only 55% and 43%, respectively, of 2012 net sales and consolidated
net loss. Please explain to us what makes up the remaining sales amounts on your statement of operations. In this regard, please
quantify the amount or percentage of annual sales attributable to each of the categories listed on page 27, that is: i) all the
ethanol produced by Pacific Ethanol Plants; ii) all the ethanol produced by three other ethanol producers in the Western United
States; iii) ethanol purchased from other third-party suppliers throughout the United States; and iv) ethanol co-products, including
WDG, for the Pacific Ethanol Plants. Please also quantify the extent of sales in each capacity you act as merchant, producer and
agent.

Ms. Melissa N. Rocha

November 22, 2013

Page 2

The remaining sales amounts
in the Company’s statement of operations are comprised of sales in the following categories:

 · ethanol produced (acting as a producer)

 · ethanol marketed (acting as an agent)

 · ethanol third-party (acting as a merchant)

 · wet distillers’ grain and syrup (acting as a producer and agent)

 · corn procurement fees

 · management fees; and

 · management services.

The table set forth below
provides actual dollar amounts for each category of revenues, together with eliminations to tie to the Company’s reported
consolidated amounts (in thousands):

    Pacific Ethanol and wholly-owned Subsidiaries
    Pacific Ethanol Plants (VIE)
    Eliminations
    Consolidated

    Ethanol Sales

    Ethanol Produced (producer)
    $ 3,157
    $ 344,880
    $ (3,157 )
    $ 344,880

    Ethanol Marketed (agent)
      2,756
      –
      –
      2,756

    Ethanol Third Party  (merchant)
      356,747
      –
      –
      356,747

    Total Ethanol Sales
    $ 362,660
    $ 344,880
    $ (3,157 )
    $ 704,383

    Co Products

    WDG and syrup (producer and agent)
    $ 4,357
    $ 111,019
    $ (4,353 )
    $ 111,023

    Other

    Corn Procurement Fees
    $ 2,271
    $ –
    $ (2,271 )
    $ –

    Management Fees
      614
      –
      –
      614

    Management Services Revenue
      10,276
      25
      (10,277 )
      24

    $ 380,178
    $ 455,924
    $ (20,058 )
    $ 816,044

Ms. Melissa N. Rocha

November 22, 2013

Page 3

Form
8-K filed September 17, 2013

 2. We note your Form 8-K discussing the recent forbearance agreement with the Series B holders. It appears
you have entered into a series of these agreements. Please provide us draft disclosure, to be included in the future filings that
addresses the following:

 · Provide in chronological order all forbearance agreements in the last 12 months, and the terms thereof
for each;

 · For each forbearance agreement, tell us the date the dividends were paid and quantify the number of
shares issued or the amounts paid;

 · To the extent that you did not meet the terms of any of the agreements, disclose the penalties involved,
if any and

 · Address the ability to issue shares and/or pay cash from a liquidity standpoint. In other words, ensure
you have adequate disclosure regarding the impact these agreements, payment of dividends and any penalties from not adhering to
the agreement has had or will have on liquidity.

In
response to this comment, the Company made the following disclosures on pages 22 and 36 of the Company’s most recent Form
10-Q filed with the Securities and Exchange Commission on November 12, 2013. The Company expects to include similar disclosure
in future flings.

Page 22

“11.	RELATED PARTY TRANSACTIONS.

Preferred Dividends –
The Company accrues dividends quarterly in respect of its Series B Preferred Stock. Since the beginning of 2012, the Company has
paid these dividends quarterly in cash. During 2009, 2010 and 2011, however, the Company accrued but did not pay dividends aggregating
$7,315,000. Beginning in 2012, the Company has entered into a series of agreements with the parties to whom unpaid dividends were
owed under which the Company issued shares of its common stock in satisfaction of a portion of the accrued and unpaid dividends.
In connection with each payment of accrued and unpaid dividends, the payees agreed to forebear for a term from exercising any rights
they may have with the respect to accrued and unpaid dividends. The following table summarizes the details of the Company’s
agreements with the holders of its Series B Preferred Stock:

    Agreement Date
    Amount of Dividends Paid
    Shares of Common Stock Issued
    Extended Forbearance Date

    August 12, 2012
    $ 732,000
      157,000
    January 1, 2014

    December 26, 2012
    $ 732,000
      144,500
    June 30, 2014

    March 27, 2013
    $ 732,000
      139,000
    September 30, 2014

    July 26, 2013
    $ 731,000
      175,000
    December 31, 2014

    September 17, 2013
    $ 731,000
      197,000
    March 31, 2015

    Total
    $ 3,658,000
      812,500

    Accrued and unpaid dividends
    $ 3,657,000

Ms. Melissa N. Rocha

November 22, 2013

Page 4

The Company believes it has adequate liquidity
to continue to pay quarterly dividends in cash for at least the next twelve months. The Company may continue to pay down the balance
of accrued and unpaid dividends in respect of its Series B Preferred Stock by issuing additional shares of common stock. The Company
does not believe that these contemplated dividend payments in cash and stock will materially impact its liquidity. If the Company
fails to make ongoing quarterly cash dividend payments, it will be in default under the terms of its agreements with the holders
of its Series B Preferred Stock and the holders’ current forbearance through March 31, 2015 will be ineffective. The Company
could experience a material adverse effect on its liquidity if it is required to pay in cash the entire current balance of accrued
and unpaid dividends; however, the Company believes such an outcome is remote.”

Page 36

“Series B Preferred Stock Dividends

We accrue dividends quarterly in respect
of our Series B Preferred Stock. Since the beginning of 2012, we have paid these dividends quarterly in cash. During 2009, 2010
and 2011, however, we accrued but did not pay dividends aggregating $7.3 million. Beginning in 2012, we entered into a series of
agreements with the parties to whom unpaid dividends were owed under which we issued shares of our common stock in satisfaction
of a portion of the accrued and unpaid dividends. In connection with each payment of accrued and unpaid dividends, the payees agreed
to forebear for a term from exercising any rights they may have with the respect to accrued and unpaid dividends. The following
table summarizes the details of our agreements with the holders of our Series B Preferred Stock:

    Agreement Date
    Amount of Dividends Paid
    Shares of Common Stock Issued
    Extended
 Forbearance Date

    August 12, 2012
    $ 732,000
      157,000
    January 1, 2014

    December 26, 2012
    $ 732,000
      144,500
    June 30, 2014

    March 27, 2013
    $ 732,000
      139,000
    September 30, 2014

    July 26, 2013
    $ 731,000
      175,000
    December 31, 2014

    September 17, 2013
    $ 731,000
      197,000
    March 31, 2015

    Total
    $ 3,658,000
      812,500

    Accrued and unpaid dividends
    $ 3,657,000

We believe we have adequate liquidity to
continue to pay quarterly dividends in cash for at least the next twelve months. We may continue to pay down the balance of accrued
and unpaid dividends in respect of our Series B Preferred Stock by issuing additional shares of common stock. We do not believe
that these contemplated dividend payments in cash and stock will materially impact our liquidity. If we fail to make ongoing quarterly
cash dividend payments, we will be in default under the terms of our agreements with the holders of our Series B Preferred Stock
and the holders’ current forbearance through March 31, 2015 will be ineffective. We could experience a material adverse effect
on our liquidity if we are required to pay in cash the entire current balance of accrued and unpaid dividends; however, we believe
such an outcome is remote.”

Ms. Melissa N. Rocha

November 22, 2013

Page 5

We trust that the foregoing
is responsive to the comments contained in your letter of comments dated November 7, 2013. If you have any questions, please call
me at (949) 622-2710.

Sincerely yours,

TROUTMAN SANDERS LLP

/s/ Larry A. Cerutti

Larry A. Cerutti

Enclosures

cc:  Ms. Jenn Do (via Edgar correspondence)

Mr. Neil M. Koehler (via email)

Mr. Bryon T. McGregor (via email)

Christopher W. Wright, Esq. (via email)

November 7, 2013

Via E -mail
Mr. Bryon T. McGregor
Chief Financial Officer
Pacific Ethanol , Inc.
400 Capitol Mall , Suite 2060
Sacramento, C A 95814

Re: Pacific Eth anol, Inc.
  Form 10-K
Filed April 1 , 2013
File No. 000-21467

Dear Mr. McGregor :

We have reviewed your response dated October 11, 2013  and have the following
comments.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you prov ide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 31, 2012

2. Variable Interest Entity, page F -16

1. We have read your response to comment 1 in our letter dated October 3, 2013. We note
that the amount of net sales and net losses attributable to New PE HoldCo account for
only 55% and 43%, respectively, of 2012 net sales and consolidated net loss. Please
explain to us  what  makes up the remaining sales amounts on your statement of
operations.  In this regard, please quantify the amount or percentage of annual sales
attributable to each of the categories listed on page 27, that is: i) all the ethanol produced
by the Pacific Ethanol Plants; ii) all  the ethanol produced by three other ethanol
producers in the Western United States; iii) ethanol purchased from other third -party
suppliers throughout the United States; and iv) ethanol co -products, including WDG, for
the Pacific Ethanol Plants. Please al so quantify the extent of sales in each capacity you
act as merchant, producer and agent.

Mr. Bryon T. McGregor
Pacific Ethanol , Inc.
November 7 , 2013
Page 2

Form 8 -K filed September 17, 2013

2. We note your Form 8 -K discussing the recent forbearance agreement with the Series B
holders. It appears you have entered into a series of these agreements.  Please provide us
draft disclosure, to be included in future filings that addresses the following:
 Provide in chronological order all forbearance agreements in the last 12 months,
and the terms thereof for each;
 For each forbe arance agreement, tell us the date the dividends were paid and
quantify the number of shares issued or the amounts paid;
 To the extent that you did not meet the terms of any of the agreements, disclose
the penalties involved, if any and
 Address the ability  to issue shares and/or pay cash from a liquidity standpoint.  In
other words, ensure you have adequate disclosure regarding the impact these
agreements, payment of dividends and any penalties from not adhering to the
agreement has had or will have on liqu idity.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3854  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

        Larry A. Cerutti

        949.622.2710 telephone

        949.622.2739 facsimile

        larry.cerutti@troutmansanders.com

        TROUTMAN SANDERS LLP

        Attorneys at Law

        5 Park Plaza, Suite 1400

        Irvine, CA 92614-2545

        949.622.2700 telephone

        troutmansanders.com

                                                    October 11, 2013

VIA EDGAR CORRESPONDENCE

    Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3628

100 F Street, NE

Washington, D.C.  20549-3628

    Re:

        Pacific
        Ethanol, Inc.

        Form 10-K for the Fiscal
        Year Ended December 31, 2012

        Filed April 1, 2013

        File No. 000-21467

Dear Ms. Rocha:

This letter responds to the
comments of your letter dated October 3, 2013 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which letter
is enclosed for your convenience.

We have reproduced below in
bold font each of your comments set forth in your letter, together with the Company’s responses in regular font immediately
following each reproduced comment. The Company’s responses in this letter correspond to the numbers you placed adjacent to
the comments in your letter.

Also enclosed with this letter
is a letter from the Company containing its “Tandy” representations.

Form 10-K for the Fiscal Year Ended December 31, 2012

2. Variable Interest Entity, page F-16

 1. You state on page F-17 that $448.4 million and $512.5 million in net sales and $18.7 million and $836,000
in net loss was attributed to New PE Holdco for the years ended December 31, 2012 and 2011, respectively. Please explain how these
“net” amounts relate to the amounts presented on the income statement.

Atlanta    BEIJING    Chicago    Hong Kong    New York    Norfolk   Orange County   Portland

Raleigh     Richmond     San Diego     Shanghai     Tysons Corner     Virginia Beach     Washington, DC

Ms. Melissa N. Rocha

October 11, 2013

Page 2

The net sales numbers referenced above represent
New PE Holdco sales less the amount of sales recorded on the Company’s books attributable to New PE Holdco (i.e., less intercompany
eliminations). This amount, together with the Company’s sales, represents the consolidated net sales (i.e., with all intercompany
transactions eliminated) as reported in the Company’s consolidated statements of operations.

The
net loss numbers referenced above represent the net loss of New PE Holdco less the loss recorded on the Company’s books attributable
to New PE Holdco (i.e., less intercompany eliminations). This amount, together with the Company’s net loss, represents the
consolidated net loss (i.e., with all intercompany transactions eliminated) as reported in the consolidated Company’s statements
of operations.

6.
Debt, page F-22

 2. Since your maximum borrowing on your Kinergy line of credit is tied to a borrowing base, tell us how
you determined the amount you have recognized as current on your balance sheet for long term debt. Note that any borrowings in
excess of the amount permitted at the low point of the borrowing base should be classified as current. Refer to ASC 470-10.

At
December 31, 2012, the Company had a borrowing base under its Kinergy line of credit of approximately $27 million, with an outstanding
balance of $19.7 million. Based on the actual borrowing base during 2012, as well as the projected borrowing base for 2013, the
Company did not expect the borrowing base during 2013 to be lower than the amount outstanding as of December 31, 2012. As a result,
all amounts outstanding as of December 31, 2012 under the Kinergy line of credit were classified as long term. All long term debt
classified as current at December 31, 2012 related to the debt at the plants.

We trust that the foregoing
is responsive to the comments contained in your letter of comments dated October 3, 2013. If you have any questions, please call
me at (949) 622-2710.

    Sincerely yours,

    TROUTMAN SANDERS LLP

    /s/ Larry A. Cerutti

    Larry A. Cerutti

Enclosures

cc:  Ms. Jenn Do (via Edgar correspondence)

Mr. Neil M. Koehler (via email)

Mr. Bryon T. McGregor (via email)

Christopher W. Wright, Esq. (via email)

PACIFIC ETHANOL, INC.

400 Capitol Mall, Suite 2060

Sacramento, California 95814

October 11, 2013

VIA EDGAR CORRESPONDENCE

U. S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	Pacific Ethanol, Inc.

Ladies and Gentlemen:

Reference is hereby made to your letter dated
October 3, 2013 relating to Pacific Ethanol, Inc. (the “Company”). The Company hereby acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission
from taking any action with respect to the filing; and

 · the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United States.

    Very truly yours,

    PACIFIC ETHANOL, INC.

    By: /s/ NEIL M. KOEHLER

    Neil M. Koehler, Chief Executive Officer

October 3, 2013

Via E -mail
Mr. Bryon T. McGregor
Chief Financial Officer
Pacific Ethanol , Inc.
400 Capitol Mall , Suite 2060
Sacramento, C A 95814

Re: Pacific Eth anol, Inc.
  Form 10-K for the year ended December 31, 2012
Filed April 1 , 2013
File No. 0-21467

Dear Mr. McGregor :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 31, 2012

2. Variable Interest Entity, page F -16

1. You state on page F -17 that $448.4 million and $512.5 million in net sales and $18.7
million and $836,000 in net loss was attributed to New PE Holdco for the years ended
December 31, 2012 and 2011, respectively. Please explain how these “net” amount s
relate to the amounts presented on the income statement.

6.  Debt, page F -22

2. Since your maximum borrowing on your Kinergy line of credit is tied to a borrowing
base, tell us how you determined the amount you have recognized as current on your
balance sheet for long term debt.  Note that any borrowings in  excess of the amount

Mr. Bryon T. McGregor
Pacific Ethanol , Inc.
October 3 , 2013
Page 2

 permitted at the low point of the borrowing base should be classified as current.  Refer to
ASC 470 -10.

We urge all persons who are respo nsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in poss ession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the compan y may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551 -3854  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

PACIFIC ETHANOL, INC.

400 Capitol Mall, Suite 2060

Sacramento, California 95814

Telephone: (916) 403-2123

May 16, 2012

Via EDGAR Correspondence

Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  Acceleration of Effective Date

Pacific Ethanol, Inc.

Form S-3 (Amendment No. 2), Filed May 15, 2012

File No. 333-180731

Dear Madam:

Pacific Ethanol, Inc., a Delaware corporation
(the “Company”) hereby requests, pursuant to Rule 461(a) of Regulation C, that the above-referenced Registration Statement
be declared effective on May 17, 2012 at 4:30 p.m. Eastern Time, or as soon as practicable thereafter. The Company acknowledges
that:

 · should the Securities and Exchange Commission (“Commission”) or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

        Very truly yours,

PACIFIC ETHANOL, INC.

        By: /s/ CHRISTOPHER W. WRIGHT

        Christopher W. Wright

        Vice President and General Counsel

CORRESP
1
filename1.htm

        Larry A. Cerutti

        Direct Dial: (714) 641-3450

        E-mail: lcerutti@rutan.com

    May 11, 2012

VIA VIA FEDEX AND

EDGAR CORRESPONDENCE

    Ms. Pamela Long
 Assistant Director
 Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C.  20549-3628

    Re:

        Pacific
        Ethanol, Inc.

        Registration Statement on
        Form S-3

        Filed April 13, 2012

        File No. 333-180731

Dear Ms. Long:

This letter responds
to the comments of your letter dated May 7, 2012 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which
letter is enclosed for your convenience.

We have reproduced
below in bold font each of your comments set forth in your letter of May 7, 2012, together with the Company’s responses in
regular font immediately following each reproduced comment. The Company’s responses in this letter correspond to the numbers
you placed adjacent to the comments in your letter of May 7, 2012.

Exhibit Index

1.	We
note that you have listed the Statement of Eligibility of Trustee for both the Senior Debt Indenture and the Subordinated Debt
Indenture as Exhibits 25.1 and 25.2. To the extent that you are relying on Section 305(b)(2) of the Trust Indenture Act of 1939
and intend to file Form T-1 under electronic form type “305B2,” please confirm this fact and include in the filing
related footnote disclosure. Please note that you may not file the Form T-1 in a post effective amendment to the registration statement
or in a Form 8-K that is incorporated by reference into the registration statement. For further guidance, please see Question 220.01
of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.

Ms. Pamela Long

May 11, 2012

Page 2

The Company intends
to rely on Section 305(b)(2) of the Trust Indenture Act of 1939 in filing its Forms T-1 under electronic form type “305B2.”
The Company has added footnote number “#” to Exhibits 25.1 and 25.2 on page II-2 of the Registration Statement stating
that in each case the Form T-1 will be incorporated by reference from a subsequent filing in accordance with Section 305(b)(2)
of the Trust Indenture Act of 1939.

Exhibit 5.1

2.	We
note that counsel’s opinion contains assumptions regarding the future issuances of the securities being registered. Please
confirm that you will file an unqualified opinion each time a takedown occurs that omits all such assumptions.

This will confirm that
the Company will file with the Securities and Exchange Commission an unqualified opinion of counsel each time a takedown occurs
that omits all such assumptions regarding the future issuances of the securities being registered.

3.	We note
that counsel has included a list of qualifications in the second and third paragraphs on page five and the first paragraph on page
six of the opinion. While certain assumptions and qualifications are appropriate, qualifications that are either overly broad or
whose purpose is unclear are generally impermissible. Please have counsel revise its opinion to remove all assumptions or qualifications
that are inconsistent with the staff’s views contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
To the extent counsel wishes to retain any of the qualifications listed on pages five and six, please have counsel provide us with
its analysis as to why such qualifications are necessary for the opinions rendered.

The Company’s
counsel has revised its opinion to remove all assumptions or qualifications that are inconsistent with the staff’s views
contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011). A copy of the revised opinion is included as Exhibit
5.1 of the Registration Statement.

4.	We note
counsel’s statement on page six that with respect to its opinions relating to the enforceability of the Documents, counsel
has assumed that the laws of the State of New York are identical in all relevant respects to the laws of the State of California.
Because the agreements or instruments pursuant to which the Debt Securities, Warrants, and Units are to be issued will be governed
the laws of the State of New York, counsel may not limit its opinion with respect to such laws. Please have counsel revise its
opinion to provide an opinion on the laws of the State of New York.

Ms. Pamela Long

May 11, 2012

Page 3

The Company’s
counsel has revised its opinion to provide an opinion on the laws of the State of New York. A copy of the revised opinion is included
as Exhibit 5.1 of the Registration Statement.

We trust that the foregoing
is responsive to your comments in your letter of comments dated May 7, 2012. If you have any questions, please call me at (714)
641-3450 or my partner John Bradley, Esq. at (714) 662-4659.

    Sincerely
yours,

RUTAN
& TUCKER, LLP

/s/
 Larry A. Cerutti

Larry
A. Cerutti

Enclosures

cc:  Ms. Erin Jaskot, Esq. (w/enc.)

Mr. Neil M. Koehler

Mr. Bryon T. McGregor

Christopher W. Wright, Esq.

John T. Bradley, Esq.

May 7, 2012
 Via E-mail

Christopher Wright General Counsel Pacific Ethanol, Inc. 400 Capital Mall, Suite 2060 Sacramento, California 95814
Re: Pacific Ethanol, Inc.
  Registration Statement on Form S-3
Filed April 13, 2012
  File No. 333-180731

Dear Mr. Wright:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Exhibit Index

1. We note that you have listed the Statement of  Eligibility of Trust ee for both the Senior
Debt Indenture and the Subor dinated Debt Indenture as Exhibits 25.1 and 25.2.  To the
extent that you are relying on Section 305(b )(2) of the Trust Indenture Act of 1939 and
intend to file Form T-1 under electronic form type “305B2,” please confirm this fact and
include in the filing related footnote disclosure.  Please no te that you may not file the
Form T-1 in a post effective amendment to the registration statement or in a Form 8-K that is incorporated by reference into the re gistration statement.  For further guidance,
please see Question 220.01 of the Trust Indenture Act of 1939 Compliance and
Disclosure Interpretations.

Christopher Wright Pacific Ethanol, Inc. May 7, 2012 Page 2

 Exhibit 5.1

2. We note that counsel’s opinion contains assump tions regarding the futu re issuances of the
securities being registered.  Please confir m that you will file an  unqualified opinion each
time a takedown occurs that omits all such assumptions.

3. We note that counsel has included a list of qualifications in the second and third
paragraphs on page five and th e first paragraph on page six of the opinion.  While certain
assumptions and qualifications ar e appropriate, qualif ications that are either overly broad
or whose purpose is unclear are generally impe rmissible.  Please have counsel revise its
opinion to remove all assumptions  or qualifications that are inconsistent with the staff’s
views contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).  To the
extent counsel wishes to re tain any of the qualifications  listed on pages five and six,
please have counsel provide us with its an alysis as to why su ch qualifications are
necessary for the opinions rendered.

4. We note counsel’s statement on pa ge six that with respect to  its opinions relating to the
enforceability of the Documents, counsel has assumed that the laws of the State of New York are identical in all relevant respects to the laws of the State of California.  Because
the agreements or instruments pursuant to wh ich the Debt Securities, Warrants, and Units
are to be issued will be governed the laws of the State of New York, counsel may not
limit its opinion with respect to such laws.  Please have counsel revise its opinion to
provide an opinion on the laws of the State of New York.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Christopher Wright Pacific Ethanol, Inc. May 7, 2012 Page 3

  the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Erin Jaskot, Staff Attorney, at (202) 551-34 42, or myself, at (202) 551-
3765 with any questions.
Sincerely,
   /s/ Pamela A. Long
Pamela A. Long  Assistant Director
cc:   Larry A. Cerutti, Esq. ( via E-mail )
 Rutan & Tucker, LLP

February 13, 2012

Via E-mail
Neil M. Koehler Chief Executive Officer  Pacific Ethanol, Inc. 400 Capitol Mall, Suite 2060 Sacramento, California 95814

 RE: Pacific Ethanol, Inc.
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed March 31, 2011   File No. 000-21467
Dear Mr. Koehler:
 We have completed our review of your filing.  We remind you that our comments or changes to
disclosure in response to our comments do not foreclose the Co mmission from taking any action
with respect to the company or the filings and the company may not asse rt staff comments as a
defense in any proceeding initiated by the Commi ssion or any person under the federal securities
laws of the United States.  We urge all pe rsons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be ce rtain that the filings includes the information the
Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        / s /  T e r e n c e  O ’ B r i e n           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

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PACIFIC ETHANOL, INC.

400 Capitol Mall, Suite 2060

Sacramento, California 95814

Telephone: (916) 403-2123

February 9, 2012

Via EDGAR Correspondence

Pamela A. Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:   Acceleration of Effective Date

Pacific Ethanol, Inc.

 Form S-1/A (Amendment No. 1),
Filed February 1, 2012

File No. 333-178685

Dear Madam:

Pacific Ethanol, Inc., a Delaware corporation
(the “Company”) hereby requests, pursuant to Rule 461(a) of Regulation C, that the above-referenced Registration Statement
be declared effective on February 13, 2012 at 4:30 p.m. Eastern Time, or as soon as practicable thereafter. The Company acknowledges
that:

·   should the Securities and Exchange Commission (“Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

·   the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and

·   the Company may not assert the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

        Very truly yours,

        PACIFIC ETHANOL, INC.

        By: /s/ CHRISTOPHER W. WRIGHT

        Christopher W. Wright

        Vice President and General Counsel

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[Rutan & Tucker, LLP Letterhead]

Larry A. Cerutti

Direct Dial: (714) 641-3450

E-mail: lcerutti@rutan.com

February 1, 2012

VIA FEDEX AND

EDGAR CORRESPONDENCE

Ms. Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549-3628

Re:

Pacific Ethanol, Inc.

Registration Statement on Form S-1

Filed December 22, 2011

File No. 333-178685

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 000-21467

Dear Ms. Long:

This letter responds to the comments of your letter dated January 18, 2012 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which letter is enclosed for your convenience.

We have reproduced below in bold font each of your comments set forth in your letter of January 18, 2012, together with the Company’s responses in regular font immediately following each reproduced comment.  The Company’s responses in this letter correspond to the numbers you placed adjacent to the comments in your letter of January 18, 2012.

Consolidation of Variable Interest Entities, page 40

2.

According to your response, you have determined New PE Holdco is a VIE based on the criterion in paragraph 14(b)(1) of ASC 810-10-15. While you perform the day-to-day management and operational duties, the equity holders appear to have significant ability to make decisions through the exercise of voting rights (e.g. approval of budgets, approval of a change in a Plant's operational status, borrowing or refinancing debt, entering into contracts over $1 million or one year in duration, making certain capital expenditures, etc.) Some actions require the consent of all owners and others require the consent of holders of 67% or 85% of the ownership interests. We note your disclosure on page 5 that you are “largely dependent on the business judgment of the other owners of New PE Holdco in respect of a number of significant matters bearing on the operations of the Pacific Ethanol Plants.” Please clarify why you believe the equity owners do not have the ability to make decisions about New PE Holdco activities that have a significant effect on its success.

Ms. Pamela Long

February 1, 2012

Page 2

In analyzing the ability of the equity owners of New PE Holdco, the board of New PE Holdco and the Company and its subsidiaries to make decisions about New PE Holdco’s activities, the Company has concluded that while the equity owners and board of New PE Holdco have the ability to make decisions regarding New PE Holdco activities that have a significant impact on New PE Holdco’s success, the Company, through the asset management agreement and various marketing agreements with New PE Holdco, has the ability to direct the activities of New PE Holdco that “most significantly” impact New PE Holdco’s economic performance.

New PE Holdco’s economic performance is primarily dependent upon how the plants are operated.  Because the Company controls the day-to-day operations of the plants as well as the primary factors that impact the profitability of New PE Holdco (i.e., the cost of production and revenue generating activities of New PE Holdco), the Company controls the activities that “most significantly” impact New PE Holdco’s economic performance.  Specifically, the Company believes that the following activities, all of which are performed and directed by the Company under the terms of the asset management agreement and/or marketing agreements, comprise the activities of New PE Holdco that “most significantly” impact New PE Holdco’s economic performance:

·

plant operations and maintenance;

·

production process;

·

administration of risk management strategies;

·

sale of ethanol and its co-products;

·

purchase of raw materials;

·

preservation of assets;

·

creation of capital and operating budgets; and

·

recommending a change in an ethanol plant’s operational status.

The Company operates the plants in a highly volatile business environment, with New PE Holdco’s results of operations being largely dependent on commodity prices and the Company’s skill in managing operating margins.  Over 85% of the plants’ variable costs are attributable to commodity inputs, primarily corn, natural gas and utilities, denaturant and chemicals.  The prices, terms and timing of the plants’ purchase of these commodity inputs are managed entirely by the Company.  Similarly, the Company manages all aspects of revenue generation for New PE Holdco, including setting the prices at which the plants sell ethanol and co-products, terms of sale, inventory management and logistics.  Further, the Company manages New PE Holdco’s hedging practices, in effect deciding when it is prudent to lock-in margins and cut losses.  With the prices of the plants’ commodity inputs and revenues swinging dramatically day-to-day and sometimes hour to hour, the skill of the Company’s management team is the single most significant factor bearing upon the economic performance of New PE Holdco.  Thus, the Company believes that the Company, and not the equity owners, controls all of the activities that “most significantly” impact New PE Holdco’s economic performance.

Ms. Pamela Long

February 1, 2012

Page 3

It should be noted that the equity owners are financial institutions – lenders – who came to own the plants as a result of the bankruptcy of the plants.  Individually, or in the aggregate, the equity owners themselves do not have the necessary capabilities to manage the activities described above.  Rather, the equity owners have delegated all decision making relative to the activities that “most significantly” impact New PE Holdco’s economic success to the Company, and are looking to the Company to produce the best available return on their capital and a means to exit their unintended investment.

Although, the equity owners have retained control over certain decisions, these decisions have more to do with managing the deployment of the equity owners’ capital and relations of the equity owners inter se than with the functioning and profitability of the plants.  For the reasons set forth below, the Company believes that while the ability of the equity owners to control certain activities which may have a “significant” impact upon New PE Holdco’s economic performance, they are of lesser importance and, when viewed together with the numerous activities directed by the Company under the asset management agreement and marketing agreements, are not activities that “most significantly” impact New PE Holdco’s economic performance.

The following are activities that are performed by a majority of the board of New PE Holdco with the consent of the equity owners of New PE Holdco which may have a “significant” impact on New PE Holdco’s economic performance (the bracketed figures represent the required ownership percentages to obtain approval):

·

execute or amend any agreement or commitment involving the payment by or to New PE Holdco equal to or in excess of $1 million or having a term equal to or in excess of one year (66%);

·

incur any capital expenditure equal to or in excess of $1 million or having a term equal to or in excess of 12 months (66%);

·

incur or become liable for indebtedness (other than indebtedness entered into pursuant to New PE Holdco’s existing credit agreement) by (i) any plant owner, other than in the ordinary course of operating a plant or (ii) by New PE Holdco or its parent (66%); and

·

commence operations of any plant that is in cold shutdown (85%).

As further discussed below, the Company believes that while taking action with respect to any one of these activities may “significantly” impact New PE Holdco’s economic performance, the Company’s activities relative to the day-to-day operations, the costs of production and revenue generation of the plants after the equity owners take any such action are what truly determine New PE Holdco’s economic performance.  Further, given the relatively passive manner in which the board and the equity owners (other than the Company) approach the operations of New PE Holdco (i.e., deferring to the Company’s management of such operations under the asset management agreement and various marketing agreements), the Company views the above activities to be protective in nature rather than proactive relative to the economic performance of New PE Holdco.  Therefore the Company does not believe that any of these activities “most significantly” impact New PE Holdco’s economic performance.

Ms. Pamela Long

February 1, 2012

Page 4

Long Term and High Value Contracts

A decision to execute or amend contracts with terms equal to or longer than one year calls for the approval of holders of 66% of the ownership interests in New PE Holdco.  However, contracts entered into by New PE Holdco (including those entered into by its parent entity and the plant owners) rarely have terms greater than one year.  Substantially all contracts involving the operation of New PE Holdco’s business are less than one year, with most contracts having a term of three to six months, consistent with industry practice.  With the exception of contracts with utilities for the purchase of power and fuel, virtually all New PE Holdco’s contracts for the procurement of feedstock and other commodity inputs are short-term, having terms far less than one year.  New PE Holdco’s product sales contracts are likewise short-term in nature.  The day-to-day decision making with regard to matters covered by these short-term contracts is controlled entirely by the Company, and represents the single most significant activity affecting plant performance.  Those agreements that do extend beyond a year are comprised mainly of financing contracts, equipment leases and some service contracts, which contracts do not have a significant effect upon the financial performance of New PE Holdco.

Generally, contracts with a dollar value in excess of $1 million must also be approved by holders of 66% of the ownership interests in New PE Holdco.  However, decision making authority relative to all contracts bearing on the purchase and sale of commodities has been delegated to the Company under the terms of the marketing agreements with New PE Holdco.  These contracts represent New PE Holdco’s most common contracts, as well as the contracts with the highest dollar values.  For example, notwithstanding that the purchase of a single train load of corn can cost between $2 million and $4 million, a number far in excess of the $1 million threshold, the Company may enter into such a purchase contract without the approval of the equity owners of New PE Holdco under the authority delegated to the Company under the marketing agreements.  Those contracts that must be approved by the equity owners of New PE Holdco are unusual and exceptional.  Rarely does such a contract have an impact on results approaching the significance of the contracts routinely managed by the Company.

Capital Expenditures

The decision to make capital expenditures equal to or in excess of $1 million or having a term equal to or in excess of 12 months calls for the approval of holders of 66% of the ownership interests in New PE Holdco.  A requirement for such capital expenditures would only arise if there were unforeseen repairs required at a plant, or if the Company recommended an enhancement to a plant that would improve efficiencies or create a new revenue stream.  Given the scale of the plants’ routine expenditures, with monthly expenses currently running in the range of $10 million to $20 million, it would be an unusual capital expense that would, standing alone, have a significant impact on the economic performance of New PE Holdco.  Further, if such a significant capital expenditure is made, the impact of such capital expenditure on the economic performance of New PE Holdco would be dependent on how such capital expenditure is leveraged by the Company in the day-to-day operations of New PE Holdco.  Additionally, it is unlikely and improbable that a decision to incur such an expense would ever be made without the involvement of the Company because neither the board nor the equity owners (other than the Company) have sufficient knowledge of the ethanol industry or the day-to-day operations of New PE Holdco to make such a decision without guidance.  Given the relatively passive manner in which the board and the equity holders (other than the Company) approach the operations of New PE Holdco (i.e., deferring to the Company’s management of such operations under the asset management agreement and various marketing agreements), the Company views this activity to be protective in nature rather than proactive relative to the economic performance of New PE Holdco.  Therefore, for all the reasons stated above, the Company does not view incurring any capital expenditure equal to or in excess of $1 million or having a term equal to or in excess of 12 months as an activity that “most significantly” impacts New PE Holdco’s economic performance.

Ms. Pamela Long

February 1, 2012

Page 5

Incurring Indebtedness

A decision to incur or become liable for indebtedness (other than indebtedness entered into pursuant to New PE Holdco’s existing credit agreement) by (i) any plant owner, other than in the ordinary course of operating a plant or (ii) by New PE Holdco or its parent calls for the approval of holders of 66% of the ownership interests in New PE Holdco.  While the ability to incur indebtedness could be significant to the economic performance of New PE Holdco, the ability to incur indebtedness other than under the existing credit agreement and in the ordinary course of business of the plant owners, is not an activity that the Company believes “most significantly” impacts the economic performance of New PE Holdco.  While a single occurrence of indebtedness could significantly impact New PE Holdco’s economic performance, when incurred, such indebtedness becomes a fixed cost of New PE Holdco’s cost structure and, the variable costs rather than the fixed costs of New PE Holdco are the costs than “most significantly” impact New PE Holdco’s economic performance.  As discussed above, the Company controls New PE Holdco’s variable costs.  Further, the impact of incurring indebtedness on the economic performance of New PE Holdco is largely dependent on how such indebtedness is leveraged by the Company in the day-to-day operations of New PE Holdco.  Thus, the Company does not view incurring indebtedness other than under the existing credit agreement and in the ordinary course of business of the plant owners as an activity that “most significantly” impacts New PE Holdco’s economic performance.

Commence Plant Operations

The decision to commence operations of a plant that is in cold shutdown rests with the board and the holders of 85% of ownership interests in New PE Holdco.  The carrying cost of an idle plant is approximately $200,000 per month.  Therefore, a decision to leave a plant idle does not alone have a significant impact on the economic performance of New PE Holdco.  Starting an idle plant involves a one-time impact of approximately $5 million to $6 million, in the form of new working capital for that plant, repairs and start up costs.  Thus, a decision to commence operations of a plant, or the cost of doing so, will have a “significant” impact on the economic performance of New PE Holdco in the period in which it is started.  However, once working capital has been invested in a plant startup, the results of operations are, as described above, largely in the hands of the Company and greatly overshadow the costs of startup.  Furthermore, the relative success of a plant startup, measured in time and expense resulting in more or less working capital being required, is dependent on careful planning and good execution, matters controlled by the Company.  Finally, in

January 18, 2012
 Via E-mail

Neil Koehler President and Chief Executive Officer  Pacific Ethanol, Inc.  400 Capitol Mall, Suite 2060 Sacramento, California 95814
Re: Pacific Ethanol, Inc.
Registration Statement on Form S-1 Filed December 22, 2011
  File No. 333-178685   Form 10-K for the Fiscal Year Ended December 31, 2010     Filed March 31, 2011    File No. 000-21467

Dear Mr. Koehler:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 General

1. Please note that all outstanding comments on your filings must be resolved before we will
accept a request for acceleration of the effec tiveness of your registration statement.
 Consolidation of Variable Interest Entities, page 40

2. According to your response, you have determin ed New PE Holdco is a VIE based on the
criterion in paragraph 14(b)(1) of ASC 810-10-15.  While you perform the day-to-day
management and operational duties, the equity holders appear to have significant ability
to make decisions through the exercise  of voting rights (e.g. approval of budgets,
approval of a change in a Plant’s operati onal status, borrowing or refinancing debt,
entering into contracts over $1 million or one year in duration, making certain capital expenditures, etc.)  Some actions require the consent of all owners and others require the
consent of holders of 67% or 85% of the owne rship interests.  We note your disclosure on

Neil Koehler  Pacific Ethanol, Inc. January 18, 2012   Page 2

 page 5 that you are “largely dependent on the business judgment of the other owners of
New PE Holdco in respect of a number of si gnificant matters beari ng on the operations of
the Pacific Ethanol Plants.”  Please clarif y why you believe the equity owners do not
have the ability to make decisions about New PE Holdco activities that have a significant
effect on its success.
 Background, page 43

3. We have read your response to comment six from our letter dated November 10, 2011.
You state that you did not provi de any direct consideration for the Call Option.  Instead
you released certain claims you had against the bankrupt esta te and the bankrupt estate
released certain claims it ha d against you.  Please amend your  Form S-1 to quantify the
claims you released against the bankrupt esta te and claims the bankr upt estate released
against you.
 Note 7 – Commitments and Contingencies, page F-16

4. We have read your response to comment se ven from our letter dated November 10, 2011.
On page F-16 you disclose that the ultimate liability for legal proceedings, claims and
litigation cannot be determined.  However, it is not clear whethe r you can disclose an
estimate of the loss or range of  loss for contingencies where th ere is at least a reasonable
possibility of loss.  Please amend your Form S-1 to disclose an estimate of the possible
loss or range of loss in excess of accrual, or a statement that such an estimate cannot be
made.  This comment is also applicable to your disclosure on page F-61.   Refer to ASC
450-20- 50, paragraphs 3-5 for guidance.

Exhibit 5.1

5. We note that the fourth paragraph refers to “Shares”.  This term is not defined in the
opinion.  Please have counsel revise the opi nion to cover “Common Stock”.  We further
note that counsel has not provided an opinion that the Common Stock is validly issued,
fully paid and non-assessable. Please file a revised opinion to address these issues.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
   We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Neil Koehler  Pacific Ethanol, Inc. January 18, 2012   Page 3

 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Tracey McKoy at (202) 551-3772  or Terence O’Brien at (202) 551-3355
if you have questions regarding comments on th e financial statements.  You may contact
Chambre Malone at (202) 551-3262 or, in her ab sence, me at (202) 551-3760 with any other
questions.
Sincerely,
   /s/ Pamela Long
Pamela Long  Assistant Director
 Cc: Via E-mail

 Larry Cerutti, Esq.

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Larry A. Cerutti

Direct Dial: (714) 641-3450

E-mail: lcerutti@rutan.com

December 13, 2011

VIA FEDEX AND

EDGAR CORRESPONDENCE

Terence O’Brien

Accounting Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3628

100 F Street, NE

Washington, D.C.  20549-3628

Re:

Pacific Ethanol, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 000-21467

Dear Mr. O’Brien:

This letter responds to the comments of your letter dated November 10, 2011 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which letter is enclosed for your convenience.

We have reproduced below in bold font each of your comments set forth in your letter of November 10, 2011, together with the Company’s responses in regular font immediately following each reproduced comment.  The Company’s responses in this letter correspond to the numbers you placed adjacent to the comments in your letter of November 10, 2011.

Also enclosed with this letter is a letter from the Company containing its “Tandy” representations.

Form 10-K for the Fiscal Year Ended December 31, 2010

Kinergy Operating Line of Credit, page 45

       1.

You disclose on page 45 that Kinergy, your subsidiary, is required to meet specified EBITDA and fixed coverage ratio financial covenants. To the extent that future noncompliance of any debt covenant is reasonably likely, please revise future filings to disclose and discuss the specific terms of any such covenants, as well as the terms of your most significant and restrictive covenants in MD&A. Your disclosures should include actual ratios/amounts for each period and the most restrictive required ratios/amounts.  This will allow readers to understand how much cushion there is between the required ratios and the actual ratios. Please show the specific computations used to arrive at the actual ratios with corresponding reconciliations to US GAAP amounts, if necessary.  Your disclosure should also address the risks and potential consequences of not complying with your debt covenants. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated June 13, 2003.

Terence O’Brien

December 13, 2011

Page 2

The Company will, to the extent that future noncompliance of any debt covenants is reasonably likely, include in future filings details concerning the specific terms of any such covenants, as well as the terms of the Company’s most significant and restrictive covenants in its Management’s Discussion and Analysis of Financial Condition and Results of Operations.  If applicable, the Company’s disclosure will also address the risks and potential consequences of not complying with its debt covenants.

       2.

Please revise future filings to disclose amounts borrowed and that are available to you to be drawn down under $20.0 million line of credit that Kinergy maintains.

The Company will include in future filings the amounts borrowed and that are available to the Company to be drawn down under the $20.0 million line of credit that Kinergy maintains.

Consolidation of Variable Interest Entities, page 46

       3.

Please explain specifically how New PE Holdco meets the definition of a variable interest entity under the criteria in paragraph 05-8 of ASC 810-10-05 and paragraph 15-14 of ASC 810-10-15. Provide supporting details as necessary to explain how the legal entity meets the relevant criteria.

Pursuant to the guidance in paragraph 05-08 of ASC 810-10-05 and Section b.1 of paragraph 15-14 of ASC 810-10-15, a legal entity meets the definition of a variable interest entity (“VIE”) if the holders of the equity investment at risk lack the power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity’s economic performance.

Background

The Company constructed and operated four wholly-owned ethanol production facilities (the “Plants”) through a subsidiary holding company (“PE Holdco”) and four other indirect subsidiaries (together with PE Holdco, the “Plant Owners”). In late 2008 and early 2009, the Company idled production at three of the Plants due to adverse market conditions and lack of adequate working capital. These adverse market conditions and financial constraints continued, resulting in an inability to meet debt service requirements.  As a result, on May 17, 2009, each of the Plant Owners filed voluntary petitions for relief under chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware in an effort to restructure their indebtedness. The Plant Owners continued to operate their businesses and manage their properties as debtors and debtors-in-possession during the pendency of the bankruptcy proceedings.

Terence O’Brien

December 13, 2011

Page 3

On June 29, 2010 (the “Effective Date”), the Plant Owners emerged from bankruptcy under the terms of a Plan of Reorganization (the “Plan”) structured by PE Holdco and the Company in cooperation with a number of the Plant Owners’ lenders. Pursuant to the Plan, all of the ownership interests in the Plant Owners were transferred to a newly-formed limited liability company, New PE Holdco, LLC (“New PE Holdco”), wholly-owned by the prepetition lenders of the Plant Owners. The Plan was intended to accomplish the following objectives: (i) restructure the Plant Owners’ debt, (ii) provide funds for ongoing operations of New PE Holdco, (iii) preserve assets of New PE Holdco, (iv) limit the loss of collateral of the prepetition lenders, and (v) provide the Company with the ability to reacquire an indirect ownership interest in the Plants through a direct ownership interest in New PE Holdco. On the Effective Date, New PE Holdco also entered into the following agreements with the Company and/or certain of the Company’s wholly-owned subsidiaries: (a) Asset Management Agreement (the “AMA”), (b) Ethanol Marketing Agreements, (c) Wet Distillers Grain Marketing Agreements and (d) Corn Procurement and Handling Agreements (collectively, the “AMA and Marketing Agreements”).  In addition, certain of the initial equity investors, with the authorization of New PE Holdco, granted the Company a call option (the “Call Option”) to purchase up to a 25% ownership interest in New PE Holdco for a purchase price equal to $120,000 per unit or up to $35,000,000 pursuant to the terms of a Call Option Agreement among New PE Holdco, the Company and the equity investors (the “Call Option Agreement”).

Under the terms of the Limited Liability Company Agreement of New PE Holdco (the “Operating Agreement”), the business, properties and affairs of New PE Holdco are managed by a committee of managers (the “Board”) consisting of up to five members.  Initially, the Board was comprised of four members consisting of representatives of a number of New PE Holdco’s equity investors.

Given that the initial equity investors and initial members of the Board of New PE Holdco do not have any experience in operating an ethanol manufacturing and marketing business, the Operating Agreement was designed to require the Board to appoint a management company to manage the day-to-day activities of New PE Holdco. In that regard, the Operating Agreement specifically provides that the Company shall be the initial management company.  In addition to appointing a management company, the Operating Agreement also provides that the Board must hire a Chief Operating Officer to administer New PE Holdco, including acting as the primary liaison between New PE Holdco and the Company.

Terence O’Brien

December 13, 2011

Page 4

Activities Performed by the Company

Under the terms of the AMA, the Company is in complete charge of, and has care and custody over, each Plant that is not operational (i.e., idled), including the recommendation as to when a Plant should become operational.  In that regard, the Company performs all activities necessary to support a cost effective return of each Plant to operational status once the equity investors approve the Company’s recommendation to re-start an idled Plant. In addition, the Company operates and maintains each Plant that is operational, including supplying all goods and materials necessary to operate and maintain each Plant.  In operating the Plants, the Company directs the production process to obtain optimal production yields, lowers costs by leveraging the Company’s infrastructure, enters into risk management agreements (e.g., insurance policies) and manages commodity risk practices. These activities, along with others as more fully described in the AMA, are performed by personnel provided and managed by the Company. The initial term of the AMA was six-months with certain renewal options. Either party may terminate the AMA upon failure to make payments, failure to perform material obligations under the AMA, or in the event of the insolvency of a party. The AMA has continuously been in effect since the Effective Date and has recently been extended through June 30, 2012.

The Company, through its wholly-owned subsidiaries also markets and sells ethanol and co-products manufactured by the Plants under the terms of separate marketing agreements with each Plant. The marketing agreements provide the Company with the absolute discretion to solicit, negotiate, administer (including payment collection), enforce and execute ethanol and co-product sales agreements with any third party. Although any sale of ethanol or its co-products by New PE Holdco directly to the Company (i.e., in situations where there are no third-party customer designated) requires the consent of the Board of New PE Holdco, these types of sales rarely occur. The marketing agreements are effective for a twelve-month period and may be renewed for an additional twelve-month period. Either party to an agreement may terminate the agreement upon failure to make payments, failure to perform material obligations under the agreement, or in the event of the insolvency of a party. To date, these marketing agreements have continuously been in effect since the Effective Date and have recently been extended through June 30, 2012.

The Company, through its wholly-owned subsidiary, acts as agent for the Plants with the authority to take actions and execute documents in the name of the Plants under the terms of the Corn Procurement and Handling Agreements. Under these agreements, the Company, solicits, negotiates and administers the purchase of corn. Each of these agreements is effective for a twelve-month period and may be renewed for an additional twelve-month period. Either party to an agreement may terminate the agreement upon failure to make payments, failure to perform material obligations under the agreement, or in the event of the insolvency of a party. To date, these agreements have continuously been in place since the Effective Date and have recently been extended through June 30, 2012.

Terence O’Brien

December 13, 2011

Page 5

Capital and annual operating budgets are prepared by the Company in its capacity as the management company and are approved by the Board as more fully discussed below.

Activities Performed by the Board and Equity Investors

Pursuant to the terms of the Operating Agreement, the majority of the actions requiring approval of the Board and/or the equity investors, are primarily strategic and ministerial in nature, including approving loans, making changes to the form of management, issuance, purchase or redemption of membership units, request for additional capital contributions, approving the sale of assets of the Company, acting in connection with legal matters, approval of capital and operating budgets and expenditures, commencement of operations of any Plant that is idled, and substantially ceasing operations of any Plant for any reason.

Discussion and Analysis

The Company believes the activities of New PE Holdco that most significantly impact New PE Holdco’s economic performance are as follows:

·

operations and maintenance – performed by the Company;

·

production process – performed by the Company;

·

administering risk management strategies– performed by the Company;

·

sale of ethanol and its co-products – performed by the Company;

·

purchase of raw materials – performed by the Company;

·

asset preservation – performed by the Company;

·

creation of capital and operating budgets – performed by the Company;

·

approval of capital and operating budgets – performed by the Board;

·

recommendation of a change in a Plant’s operational status – performed by the Company; and

·

approval of a change in a Plant’s operational status – performed by the Board.

The Operating Agreement provides that the equity investors share in the income and losses based on their percentage ownership interests in New PE Holdco. In addition, the equity investors are responsible for the approval of a number of activities that are primarily strategic and ministerial in nature. The Operating Agreement provides that these activities must be approved by a majority of the Board and/or equity investors and, as a result, there is not one entity that has unilateral decision making rights over these items. Additionally, although these activities are important, the Company believes that the majority of these activities do not impact the economic performance of New PE Holdco in any significant manner. As described above, the equity investors are responsible for the approval of capital and operating budgets and a change in a Plant’s operational status. However, these approval rights are not considered substantive as the Board does not initiate these activities.

Terence O’Brien

December 13, 2011

Page 6

The initial equity investors are comprised of financial institutions and hedge funds with no experience in operating an ethanol manufacturing and marketing business.  It is for this reason that the Operating Agreement mandates that a management company be appointed to manage the business of New PE Holdco.  In that regard, New PE Holdco and the Company entered into the AMA and Marketing Agreements which, on a collective basis, vests with the Company the power to direct substantially all of the activities of New PE Holdco that most significantly impact New PE Holdco’s economic performance. However, the AMA and Marketing Agreements also provide New PE Holdco certain kick-out and participating rights.  Pursuant to Section b.1 of paragraph 15-14 of ASC 810-10-15, kick-out rights or participating rights held by the holders of an equity investment at risk shall not prevent interests other than the equity investment from having the power to direct activities significant to the entity unless a single equity holder (including its related parties and de facto agents) has the unilateral ability to exercise such rights.  The Operating Agreement provides that a change in the form of management of the Plant Owners requires the approval of a majority of the Board and all of the equity investors. Given that (i) the Operating Agreement designates the Company as the management company for New PE Holdco and (ii) the equity investors and members of the Board do not have experience in operating an ethanol manufacturing and marketing business, any restriction or revocation of the authority granted to the Company would be tantamount to a change in the form of management thereby necessitating the approval of a majority of the Board and all equity investors (i.e., a single equity investor does not have the unilateral ability to exercise the kick-out or participating rights contained in the AMA and Marketing Agreements).

Pursuant to the guidance in paragraphs 55-5 to 55-7 of ASC 810-10-55, in situations where both the equity group and the parties outside the equity group  hold voting rights or s

November 10, 2011

Via E-mail
Neil M. Koehler Chief Executive Officer  Pacific Ethanol, Inc. 400 Capitol Mall, Suite 2060 Sacramento, California

 RE: Pacific Ethanol, Inc.
  Form 10-K for the Fiscal Year Ended Decem ber 31, 2010
  Filed March 31, 2011   File No. 000-21467
Dear Mr. Koehler:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Kinergy Operating Line of Credit, page 45

1. You disclose on page 45 that Kinergy, your s ubsidiary, is required  to meet specified
EBITDA and fixed coverage ratio financial c ovenants.  To the extent that future non-
compliance of any debt covenant is reasonabl y likely, please revise  future filings to
disclose and discuss the specifi c terms of any such covenants,  as well as the terms of your
most significant and restrictiv e covenants in MD&A.  Your  disclosures should include
actual ratios/amounts for each period and the mo st restrictive required ratios/amounts.
This will allow readers to understand how mu ch cushion there is between the required
ratios and the actual ratios.  Pl ease show the specific computa tions used to arrive at the
actual ratios with correspondi ng reconciliations to US GAAP amounts, if necessary.
Your disclosure should also address the risks and potential consequences of not
complying with your debt covenants.  See Sec tions I.D and IV.C of the SEC Interpretive

Mr. Koehler
Pacific Ethanol, Inc. November 10, 2011 Page 2

 Release No. 33-8350 and Question 10 of our  FAQ Regarding the Use of Non-GAAP
Financial Measures dated June 13, 2003.
2. Please revise future filings to disclose amounts borrowed and that are available to you to
be drawn down under the $20.0 million line of  credit that Kinergy maintains.
 Consolidation of Variable Interest Entities, page 46

3. Please explain specifically how New PE Holdco meets the definition of a variable interest
entity under the criteria in  paragraph 05-8 of ASC 810- 10-05 and paragraph 15-14 of
ASC 810-10-15.  Provide supporting details as necessary to explain how the legal entity
meets the relevant criteria.
4. Please explain how you have met both of the criteria in paragra ph 25-38A of ASC 810-
10-25.  Explain how the extens ion terms and termination rights of the AMA and other
agreements impact your assessment.  Discuss th e powers of the board of directors of New
PE Holdco and any other parties who make  business decisions a nd direct activities
impacting New PE Holdco’s economic perfor mance.  Clarify who drafts and approves
the budget for costs and expenses associated with services to be performed by you under
the agreements.
5. Clarify specifically why you di d not meet the criteria on the Effective Date, when the
Asset Management Agreement and other key ag reements were entered into, before the
purchase of the 20% ownership interest.
6. Please tell us and clarify in fu ture filings the consideration you delivered in exchange for
the call option for 25% of the membership interests.
 Contingencies, page F–40

7. In future filings please disclose an estimate of  the possible loss or range of loss in excess
of accrual, or a statement that such an es timate cannot be made.   Refer to ASC 450-20-
50, paragraphs 3-5 for guidance.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Mr. Koehler
Pacific Ethanol, Inc. November 10, 2011 Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 You may contact Tracey McK oy, Staff Accountant, at (202)  551-3772 or, in her absence,
the undersigned Accounting Branch Chief at (2 02) 551-3355 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
         / s /  T e r e n c e  O ’ B r i e n           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
October 13, 2009

via U.S. mail and facsimile

Neil M. Koehler, Chief Executive Officer  Pacific Ethanol, Inc. 400 Capitol Mall, Suite 2060 Sacramento, California 95814   RE: Pacific Ethanol, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 31, 2009   Form 10-K/A for the Fiscal  Year Ended D ecember 31, 2008
  Filed April 22, 2009   File No. 000-21467

Dear Mr. Koehler:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    pacethanol_corresp-100709.htm

      Larry
A. Cerutti

      Direct
Dial: (714) 641-3450

      E-mail:
lcerutti@rutan.com

      October
7, 2009

    VIA FEDEX AND

    EDGAR
CORRESPONDENCE

              Terence O’Brien

              Accounting
      Branch Chief

              Division
      of Corporation Finance

              Securities
      and Exchange Commission

              1
      Station Place, N.E., Stop 4631

              Washington,
      D.C.  20549

              Re:

                Pacific Ethanol, Inc.

                Form
      10-K for the Fiscal Year Ended December 31, 2008

                Filed
      March 31, 2009

                Form
      10-K/A for the Fiscal Year Ended December 31, 2008

                Filed
      April 22, 2009

                File
      No.
      000-21467

    Dear Mr. O’Brien:

    This letter responds to the comments of your letter dated September
28, 2009 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which
letter is enclosed for your convenience. We have reproduced below in bold font
each of your comments set forth in your letter of September 28, 2009, together
with the Company’s responses in regular font immediately following each
reproduced comment. The Company’s headings and numbered responses in this letter
correspond to the headings and numbered comments you included in your letter of
September 28, 2009. Also enclosed with this letter is a letter from the Company
containing the “tandy” representations.

    Form 10-K for the Fiscal
Year Ended December 31, 2008

    Item 15. Exhibits, Financial
Statement Schedules, page 57

              1.

              We
      note that you have not filed the exhibits and schedules to the Credit
      Agreement dated February 27, 2007 (Exhibit 10.73), and the exhibits (other
      than Exhibit A) and schedules to the Debtor-In-Possession Credit Agreement
      dated as of May 19, 2009 (Exhibit 10.4 to the quarterly report on Form
      10-Q for the period ended June 30, 2009). Please advise. Refer to Item
      601(b)(10) of Regulation S-K. Otherwise, please file complete copies of
      these material agreements with your next Exchange Act
    report.

    The
Company will file complete copies of these material agreements with its next
Exchange Act report.

      Terrence
O’Brien.

      October
7, 2009

      Page
2

              2.

              In
      addition, it appears that a number of exhibits and agreements that you
      have filed are not the final executed versions. As an example, we note
      Exhibits 10.41 and 10.85. Please ensure that in future filings you will
      file final versions of your material documents and
    agreements.

    The
Company will review its exhibits and agreements to ensure that final versions of
its material documents and agreements are filed.  Where appropriate,
the Company will include final versions in future filings.

    Form 10-K/A for the Fiscal
Year Ended December 31, 2008

    Compensation Discussion and
Analysis, page 7

    2009 Compensation Philosophy
and Objectives, page 8

              3.

              We
      note your disclosure at the top of page 9 regarding your competitive
      market analysis of executive compensation. Based on your current
      disclosure, it appears that you benchmark  your compensation,
      which would required disclosure in accordance with Item 402(b)(2)(xiv) of
      Regulation S-K. Question 118.05 of Regulation S-K Compliance and
      Disclosure Interpretations, which are available on our website at http://www.sec.gov/divsions/corpfin/guidance/regs-kinterp.htm,
      provides further guidance on when a registrant must identify the benchmark
      in the filing. In future filings please make the appropriate disclosures,
      including also your benchmarking components (such as the peer group of
      companies). Reference such as the use of “proxy statements for
      publicly-traded companies within the ethanol industry” are generic and
      ambiguous.

    The
Company will more fully explain in future filings its benchmarking process for
executive compensation.

    Equity Incentive
Compensation, page 10

              4.

              In
      future filings, please disclose in more detail the factors taken in
      consideration by the compensation committee in determining the number of
      shares of restricted stock granted to each named executive officer in
      April 8, 2008. Your discussion should provide a comprehensive analysis of
      the substance of the compensation committee’s
  decision.

    The
Company will provide in future filings greater detail concerning the factors
used in determining the number of shares of restricted stock granted to each
named executive officer on April 8, 2008.

      Terrence
O’Brien.

      October
7, 2009

      Page
3

    Summary Compensation Table,
page 13

              5.

              We
      note footnote (7) disclosure to the Summary Compensation Table. Please
      note that in accordance with Item 402(c)(2)(ix) of Regulation S-K and
      pursuant to Instruction 4 of such item, to the extent that the amount of
      perquisites and personal benefits exceeds the greater of $25,000 or 10% of
      the total amount of perquisites and personal benefits, these perquisites
      and personal benefits must be quantified and disclosed in a footnote to
      the “All Other Compensation” column. To the extent applicable, in your
      future filings please make the necessary changes to comply with these
      disclosure requirements.

    The
Company will in future filings, to the extent applicable, make any necessary
changes to comply with the foregoing disclosure requirements.

    Compensation of Directors,
page 18

    Equity Compensation, page
19

              6.

              In
      accordance with Item 402(k)(3) of Regulation S-K, in future filings please
      disclose the material factors upon which the compensation committee
      determined the value and/or the size of the equity awards made to the
      non-employee directors.

    The
Company will disclose in future filings the material factors upon which the
compensation committee determined the value and/or the size of the equity awards
made to the non-employee directors.

    We trust
that the foregoing is responsive to your comments in your letter of comments
dated September 28, 2009. If you have any questions, please call me at (714)
641-3450 or my partner John T. Bradley, Esq. at (714) 662-4659.

            Sincerely yours,

            RUTAN
      & TUCKER, LLP

            /s/ Larry A. Cerutti

            Larry A. Cerutti

    Enclosures

    cc:           Tracey
McKoy, Esq. (w/encl.)

    Neil M.
Koehler (w/o encl.)

    Christopher
W. Wright, Esq. (w/encl.)

      October
7, 2009

      VIA
FACSIMILE AND

      EDGAR
CORRESPONDENCE

      Securities
and Exchange Commission

      1 Station
Place, N.E., Stop 4631

      Washington,
D.C. 20549

                Re:

                Pacific Ethanol,
      Inc.

      Ladies
and Gentlemen:

      Reference
is hereby made to your letter dated September 29,
2009 relating to Pacific Ethanol, Inc. (the
"Company"). The Company hereby acknowledges that:

                ●

                the Company is
      responsible for the adequacy and accuracy of the disclosure in its
      filings;

                ●

                staff
      comments or changes to disclosure in response to staff comments in the
      filings
      reviewed by the staff do not foreclose the Securities and Exchange
      Commission
      from taking any action with respect to the filing;
  and

                ●

                the
      Company may not assert staff comments as a defense in any proceeding
      initiated
      by the Securities and Exchange Commission or any person under the
      federal
      securities laws of the United
States.

      Very
truly yours,

      PACIFIC
ETHANOL, INC.

                  By:
      /s/ Neil M.
      Koehler

      Neil M. Koehler, Chief Executive Officer

                  OFFICE:
      916.403.2123

                  400
      CAPITOL MALL, STE 2060

                  SACRAMENTO,
      CA 95814

                  www.pacificethanol.net

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
September 28, 2009

via U.S. mail and facsimile

Neil M. Koehler, Chief Executive Officer  Pacific Ethanol, Inc. 400 Capitol Mall, Suite 2060 Sacramento, California 95814   RE: Pacific Ethanol, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 31, 2009   Form 10-K/A for the Fiscal  Year Ended D ecember 31, 2008
  Filed April 22, 2009   File No. 000-21467

Dear Mr. Koehler:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 15  Exhibits, Financial Statement Schedules, page 57

1. We note that you have not filed the e xhibits and schedules to the Credit
Agreement dated February 27, 2007 (Exhibit 10.73), and the exhibi ts (other than

Neil M. Koehler
Pacific Ethanol, Inc. September 28, 2009 Page 2
Exhibit A) and schedules to the Debtor-In Possession Credit Agreement dated as of May 19, 2009 (Exhibit 10.4 to the quarter ly report on Form 10-Q for the period
ended June 30, 2009).  Please advise.  Refe r to Item 601(b)(10) of Regulation S-
K.  Otherwise, please file complete copies  of these material agreements with your
next Exchange Act report.
 2. In addition, it appears that a number of exhibits and agreements that you have
filed are not the final exec uted versions.  As an example, we note Exhibits 10.41
and 10.85.  Please ensure that in future filin gs you will file final versions of your
material documents and agreements.
 Form 10-K/A for the Fiscal Year Ended December 31, 2008

 Compensation Discussion and Analysis, page 7

 2009 Compensation Philosophy a nd Objectives , page 8

3. We note your disclosure at the top of page 9 regarding your competitive market
analysis of executive compen sation.  Based on your curren t disclosure, it appears
that you benchmark your compensation, wh ich would require disclosure in
accordance with Item 402(b)(2)(xiv) of  Regulation S-K.  Question 118.05 of
Regulation S-K Compliance and Disclosure  Interpretations, which are available
on our website at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm , provides further guidance on when a registrant must identify the
benchmark in the filing.  In future filings please make the appropriate disclosures,
including also your benchmarking com ponents (such as the peer group of
companies).  References such as the us e of “proxy statements for publicly-traded
companies within the ethanol i ndustry” are generic and ambiguous.

Equity Incentive Compensation, page 10
 4. In future filings, please disclose in more detail the factors taken in consideration
by the compensation committee in determini ng the number of shares of restricted
stock granted to each named executive officer in April 8, 2008. Your discussion should provide a comprehensive analysis of the substance of the compensation
committee’s decision.
 Summary Compensation Table, page 13

5. We note footnote (7) disclosure to th e Summary Compensation Table.  Please
note that in accordance with Item 402(c)(2 )(ix) of Regulation S-K and pursuant to
Instruction 4 of such item, to the exte nt that the amount of perquisites and
personal benefits exceeds the greater of  $25,000 or 10% of the total amount of
perquisites and personal benef its, these perquisites and pe rsonal benefits must be

Neil M. Koehler
Pacific Ethanol, Inc. September 28, 2009 Page 3
quantified and disclosed in a footnote to the “All Other Compensation” column.
To the extent applicable, in your future filings please make the necessary changes to comply with these disclosure requirements.
 Compensation of Directors, page 18

 Equity Compensation, page 19

6. In accordance with Item 402(k)(3) of Regulation S-K, in future filings please
disclose the material factors upon whic h the compensation committee determined
the value and/or the size of the equity aw ards made to the non-employee directors.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our co mments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Neil M. Koehler
Pacific Ethanol, Inc. September 28, 2009 Page 4   You may contact Era Anagnosti, Staff Atto rney, at (202) 551-3369 or, in her absence
the undersigned Accounting Branch Chief at (202) 551-3355 if you have questions
regarding comments on the financial statements and related matters..

Sincerely,
           T e r e n c e  O ’ B r i e n          A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE
       June 12, 2007

Mail Stop 7010

Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060
Sacramento, California 95814

Re: Pacific Ethanol, Inc.
 Registration Statement on Form S-3
File No.:  333-143617

Dear Mr. Koehler:

 We have limited our review of your filing to  those issues we have addressed in our
comments. Where indicated, we think you should revise your document in response to these
comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unn ecessary. Please be as detailed as  necessary in your explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comments or any other aspect  of our review. Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that  they have provided all inform ation investors require for an
informed decision.  Since the company and its management are in possession of all facts relating
to a company’s disclosure, they are responsible fo r the accuracy and adequacy of the disclosures
they have made.

General
1. It appears that you may not be eligible to incorporate inform ation by reference and to use
Form S-3, since the Form 8-K dated Octobe r 2, 2006 was filed late. See Item 3 (b) to
Form S-3. Please advise.

Neil Koehler
Pacific Ethanol, Inc.
June 12, 2007 Page 3

2. We note that you submitted an application for co nfidential treatment of an exhibit to your
Form 10-Q.  We intend to process concurre ntly the application and the registration
statement.  Before requesting acceleration of the registration statement’s effectiveness,
you must resolve any issues concerning the application.

 In the event the company request accelerat ion of the effective date of the pending
registration, it should furnish a lett er, at the time of such that

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal se curities laws of the United States.

 In addition, please be a dvised that the Division of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Fina nce in connection with
our review of your filing or in response to our comments  on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of  the fact that those requesting accelerat ion are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of  the securities specified in the above
registration statement.  We will act on the request and, pursuant to delegated authority, grant  acceleration of the effective date.

 If you have any questions, please call Errol Sanderson at (202) 551-3746.

       S i n c e r e l y ,

       J e n n i f e r  H a r d y
       B r a n c h  C h i e f  L e g a l

Neil Koehler
Pacific Ethanol, Inc.
June 12, 2007 Page 3

CORRESP
1
filename1.htm

      PACIFIC ETHANOL, INC.

    [LETTERHEAD
      OF PACIFIC ETHANOL, INC.]

    August
      1,
      2007

    VIA
      EDGAR CORRESPONDENCE

    Securities
      and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      DC 20549-7010

    Attention:
      Errol Sanderson

    Re:    Pacific
      Ethanol, Inc., Reg. No. 333-143617

    Ladies
      and Gentlemen:

    The
      Securities and Exchange Commission is hereby notified that Pacific Ethanol,
      Inc.
      (the “Company”) requests pursuant to Rule 461(a) of Regulation C that
      Registration Statement on Form S-3 be declared effective at 11:00 a.m. Eastern
      time on August 3, 2007, or as soon as practicable thereafter.

    In
      connection with the above request, please be advised that the Company hereby
      acknowledges the following:

            ·

              should
                the Securities and Exchange Commission (the “Commission”) or the staff of
                the Commission (the “staff”), acting pursuant to delegated authority,
                declare the filing effective, it does not foreclose the Commission
                from
                taking any action with respect to the
                filing;

            ·

              the
                action of the Commission or the staff, acting pursuant to delegated
                authority, in declaring the filing effective, does not relieve the
                Company
                from its full responsibility for the adequacy and accuracy of the
                disclosure in the filing; and

            ·

              the
                Company may not assert the declaration of effectiveness as a defense
                in
                any proceeding initiated by the Commission or any person under the
                federal
                securities laws of the United
                States.

              Very
                truly yours,

              PACIFIC
                ETHANOL, INC.

              /s/
                CHRISTOPHER W.
                WRIGHT

               Christopher
                W. Wright

               Vice
                President & General
                Counsel

CORRESP
1
filename1.htm

    Larry
      A. Cerutti

    Direct
      Dial: (714) 641-3450

    E-mail:
      lcerutti@rutan.com

    June
      15,
      2007

    VIA
      FEDEX
      AND

    EDGAR
      CORRESPONDENCE

              Jennifer
                Hardy, Esq.

              Branch
                Chief

              Division
                of Corporation Finance

              Securities
                and Exchange Commission

              Mail
                Stop 7010

              450
                Fifth Street, N.W.

              Washington,
                D.C. 20549-0404

              Re:

              Pacific
                Ethanol, Inc.

              Registration
                Statement on Form S-3

              File
                No. 333-143617

    Dear
      Ms.
      Hardy:

    This
      letter responds to the comments of your letter dated June 12, 2007 relating
      to
      Pacific Ethanol, Inc. (the “Company”), a copy of which letter is enclosed for
      your convenience.

    We
      have
      reproduced below in bold font each of your comments set forth in your letter
      of
      June 12, 2007, together with the Company’s responses in regular font immediately
      following each reproduced comment. The Company’s responses in this letter
      correspond to the numbers you placed adjacent to your comments in your letter
      of
      June 12, 2007.

    General

            1.

              It
                appears that you may not be eligible to incorporate information by
                reference and to use Form S-3, since the Form 8-K dated October 2,
                2006
                was filed late. See Item 3(b) to Form S-3. Please
                advise.

    The
      Company filed a Form 8-K for October 2, 2006 on October 12, 2006 disclosing
      under Item 1.01 its entry into an amendment to a material definitive agreement.
      Indeed, the Form 8-K was filed after the four business day deadline. The missed
      deadline occurred due to inadvertent miscommunication during a period when
      Company management was intensely involved in negotiating a significant
      acquisition transaction that was later consummated on October 17, 2006.

      Jennifer
        Hardy, Esq.

      June
        15,
        2007

      Page
        2

    The
      Company has reviewed Instruction I.A.3(b) to Form S-3, which provides in
      relevant part, that the Company must:

    “[file]
      in a timely manner all reports required to be filed during the twelve calendar
      months and any portion of a month immediately preceding the filing of the
      registration statement, other
      than a report that is required solely pursuant to Item
      1.01,
      1.02,
      2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K. . .”

    [Emphasis
      added.]

    The
      Company’s Form 8-K for October 2, 2006 filed on October 12, 2006 was a report
      required to be filed solely pursuant to Item 1.01 of Form 8-K. Accordingly,
      the
      Company believes that it remains eligible to utilize Form S-3 and incorporate
      information by reference.

            2.

              We
                note that you submitted an application for confidential treatment
                of an
                exhibit to your Form 10-Q. We intend to process concurrently the
                application and the registration statement. Before requesting acceleration
                of the registration statement’s effectiveness, you must resolve any issues
                concerning the
                application.

    The
      Company acknowledges that its request for confidential treatment must be
      processed prior to the effectiveness of the registration statement. The Company
      looks forward to the Staff’s processing of its request for confidential
      treatment and will seek to promptly respond to any issues raised by the Staff
      concerning the request.

    We
      trust
      that the foregoing is responsive to your comments in your letter of comments
      dated June 12, 2007. If you have any questions, please call me at (714) 641-3450
      or my partner John T. Bradley, Esq. at (714) 662-4659.

                    Sincerely
      yours,

                    RUTAN
&
TUCKER,
      LLP

/s/
Larry
      A.
      Cerutti

                Larry
      A. Cerutti

    LAC:jtb

    Enclosure

    cc:    Errol
      Sanderson, Esq.

    Christopher
      W. Wright, Esq.

    John
      T.
      Bradley, Esq.

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                      [LETTERHEAD OF PACIFIC ETHANOL, INC.]

December 1, 2005

VIA EDGAR CORRESPONDENCE
------------------------

Securities and Exchange Commission
100 F. Street, N.E.
Mail Stop 7010
Washington, DC 20549-7010

     Re:  Pacific Ethanol, Inc., Reg. No. 333-127714
          ------------------------------------------

Ladies and Gentlemen:

     The Securities and Exchange Commission is hereby notified that Pacific
Ethanol, Inc. (the "Company") requests pursuant to Rule 461(a) of Regulation C
that Amendment No. 3 to Registration Statement on Form S-1 be declared effective
at 5:00 p.m. Eastern daylight time on December 1, 2005, or as soon as
practicable thereafter.

     In connection with the above request, please be advised that the Company
hereby acknowledges the following:

     o    should the Securities and Exchange Commission (the "Commission") or
          the staff of the Commission (the "staff"), acting pursuant to
          delegated authority, declare the filing effective, it does not
          foreclose the Commission from taking any action with respect to the
          filing;

     o    the action of the Commission or the staff, acting pursuant to
          delegated authority, in declaring the filing effective, does not
          relieve the Company from its full responsibility for the adequacy and
          accuracy of the disclosure in the filing; and

     o    the Company may not assert the declaration of effectiveness as a
          defense in any proceeding initiated by the Commission or any person
          under the federal securities laws of the United States.

                                         Very truly yours,

                                         PACIFIC ETHANOL, INC.

                                         By: /s/ NEIL M. KOEHLER
                                            ---------------------------------
                                                 Neil M. Koehler
                                                 Chief Executive Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

      November 28, 2005

Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711

Re:	Pacific Ethanol, Inc.
	Amendment No. 2 to Registration Statement on Form S-1
	Filed on November 22, 2005
	File No. 333-127714

Dear Mr. Koehler:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prospectus Summary, page 2

1. Include a recent developments section describing the Cascade
transaction and the potential effect to the common stock
shareholders. Include a discussion of the protective, dividend and
voting rights of the preferred shareholders and the potential
changes
to your board.

Risk Factors, page 9

We have entered into an agreement for an $84 million . . . , page
16

2. We note the disparity between the Registrant`s quoted stock
price
and the conversion price of the referenced preferred stock. Please
expand this risk factor to discuss the expected impact of this
transaction on the Registrant`s future EPS. It appears that the
impact will be material in the period of issuance. See the
guidance
in EITF 98-5 and EITF 00-27.

3. Please disclose the effect of the issuance of the preferred
stock
to the existing common stock shareholders. Discuss, for example:
* the dilutive impact related to the conversion rights;
* that the preferred stock is convertible at any time by the
holder;
* that the preferred stock ranks senior in liquidation and
dividend
preferences to the common stock;
* that the preferred shareholders are entitled to vote on an as-
converted basis and disclose whether the preferred shareholders
will
have voting rights at a higher rate than the common stock
shareholders;
* the protective provisions; and
* any potential change of control.

Please also revise your proxy statement to include this
disclosure.

Selling Security Holders, page 84

4. We note your disclosure regarding Cagan-McAFee. Supplementally,
please tell us about the Settlement Agreement, dated November 1,
2005, among the Company, Cagan-McAfee Capital Partners, LLC and
Chadbourn Securities, Inc.

5. We note your revised disclosure that each of the selling
shareholders "has represented to
that it is not acting as an underwriter in this offering."
Please
revise here to clarify that notwithstanding this representation,
certain selling shareholders may be deemed to be underwriters.

Description of Preferred Stock, page 96

6. Please describe the terms of the Series A preferred stock in
greater detail.

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Al Pavot at (202) 551-3738 or Nili Shah at
(202) 551-3258 if you have questions regarding comments on the
financial statements and related matters. Please contact Brigitte
Lippmann at (202) 551-3713 or me at (202) 551-3767 with any other
questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc:	Larry A. Cerutti, Esq.
	Rutan & Tucker, LLP
	611 Anton Boulevard, 14th floor
	Costa Mesa, California 92626
??

??

??

??

Neil Koehler
Pacific Ethanol, Inc.
November 28, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                        [Letterhead of Rutan & Tucker, LLP]

LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com        November 30, 2005

VIA FEDEX AND
-------------
EDGAR CORRESPONDENCE
--------------------

Jennifer Hardy, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re: Pacific Ethanol, Inc.
         Amendment No. 2 to Registration Statement on Form S-1
         Filed on November 22, 2005
         File No. 333-127714
         -----------------------------------------------------

Dear Ms. Hardy:

     This letter responds to the comments of your letter dated November 28, 2005
relating to Pacific Ethanol, Inc. (the "Company"), a copy of which letter is
enclosed for your convenience.

     The enclosed clean and marked-to-show-changes copies of Amendment No. 3 to
the Company's Registration Statement on Form S-1, Reg. No. 333-127714 (the
"Registration Statement") contain revisions that are directly in response to
your comments. We have reproduced below in bold font each of your comments set
forth in your letter of November 28, 2005, together with the Company's responses
in regular font immediately following each reproduced comment. The Company's
responses in this letter correspond to the numbers you placed adjacent to your
comments in your letter of November 28, 2005. We have indicated below whether
the comment has been responded to in the Registration Statement or the reasons
why the Company believes a response is either inapplicable or inappropriate. The
page numbers referenced below correspond to the marked versions of the documents
enclosed herewith.

Prospectus Summary, page 2
--------------------------

1.   INCLUDE A RECENT DEVELOPMENTS SECTION DESCRIBING THE CASCADE TRANSACTION
     AND THE POTENTIAL EFFECT TO THE COMMON STOCK SHAREHOLDERS. INCLUDE A
     DISCUSSION OF THE PROTECTIVE, DIVIDEND AND VOTING RIGHTS OF THE PREFERRED
     SHAREHOLDERS AND THE POTENTIAL CHANGES TO YOUR BOARD.

<PAGE>

Jennifer Hardy, Esq.
November 30, 2005
Page 2

     Additional disclosure has been added commencing on page 3 of the
Registration Statement to add a Recent Developments section describing the
Cascade transaction and the potential effects on the common stockholders. Also
included is a discussion of the protective, dividend and voting rights of the
preferred stockholders and the potential changes to the Company's board of
directors.

Risk Factors, page 9
--------------------

We have entered into an agreement for an $84 million . . . , page 16
--------------------------------------------------------------------

2.   WE NOTE THE DISPARITY BETWEEN THE REGISTRANT'S QUOTED STOCK PRICE AND THE
     CONVERSION PRICE OF THE REFERENCED PREFERRED STOCK. PLEASE EXPAND THIS RISK
     FACTOR TO DISCUSS THE EXPECTED IMPACT OF THIS TRANSACTION ON THE
     REGISTRANT'S FUTURE EPS. IT APPEARS THAT THE IMPACT WILL BE MATERIAL IN THE
     PERIOD OF ISSUANCE. SEE THE GUIDANCE IN EITF 98-5 AND EITF 00-27.

     Additional disclosure has been added on page 16 of the Registration
Statement to discuss the expected impact of this transaction on the Company's
future earnings per share as it relates to dilution. Please note that the
Company is unable to quantify the reduction in income available to common
stockholders that may result from the application of the guidance provided by
EITF 98-5 and EITF 00-27. The amount of any such reduction will depend on the
fair market value of the Company's common stock at the time of the closing of
the purchase and sale of the Series A Preferred Stock and will be based on the
$8 per common share effective purchase price of the Series A Preferred Stock (on
an as-converted basis). The Company has, however, included disclosure to discuss
this reduction generally.

3.   PLEASE DISCLOSE THE EFFECT OF THE ISSUANCE OF THE PREFERRED STOCK TO THE
     EXISTING COMMON STOCK SHAREHOLDERS. DISCUSS, FOR EXAMPLE:

     o    THE DILUTIVE IMPACT RELATED TO THE CONVERSION RIGHTS;
     o    THAT THE PREFERRED STOCK IS CONVERTIBLE AT ANY TIME BY THE HOLDER;
     o    THAT THE PREFERRED STOCK RANKS SENIOR IN LIQUIDATION AND DIVIDEND
          PREFERENCES TO THE COMMON STOCK;
     o    THAT THE PREFERRED SHAREHOLDERS ARE ENTITLED TO VOTE ON AN
          AS-CONVERTED BASIS AND DISCLOSE WHETHER THE PREFERRED SHAREHOLDERS
          WILL HAVE VOTING RIGHTS AT A HIGHER RATE THAN THE COMMON STOCK
          SHAREHOLDERS;
     o    THE PROTECTIVE PROVISIONS; AND
     o    ANY POTENTIAL CHANGE OF CONTROL.

<PAGE>

Jennifer Hardy, Esq.
November 30, 2005
Page 3

     PLEASE ALSO REVISE YOUR PROXY STATEMENT TO INCLUDE THIS DISCLOSURE.

     Additional disclosure has been added on page 16 of the Registration
Statement to discuss the effects on the Company's common stockholders of the
issuance of the Series A Preferred Stock.

     In addition, the Company has revised its proxy statement to include
conforming disclosure.

Selling Security Holders, page 84
---------------------------------

4.   WE NOTE YOUR DISCLOSURE REGARDING CAGAN-MCAFEE. SUPPLEMENTALLY, PLEASE TELL
     US ABOUT THE SETTLEMENT AGREEMENT, DATED NOVEMBER 1, 2005, AMONG THE
     COMPANY, CAGAN-MCAFEE CAPITAL PARTNERS, LLC AND CHADBOURN SECURITIES, INC.

     The Settlement Agreement and Release (the "Settlement Agreement") dated
November 1, 2005 among the Company ("PEI"), Cagan-McAfee Capital Partners, LLC
("CMCP") and Chadbourn Securities, Inc. ("Chadbourn") relates to a dispute over
fees allegedly earned by CMCP and Chadbourn in connection with the Cascade
transaction. The factual recitals to the Settlement Agreement are as follows:

          "A. PEI and CMCP are parties to that certain letter agreement dated
     April 14, 2004 relating to certain financial advisory services to be
     performed by CMCP and Chadbourn on behalf of PEI (the "Advisory
     Agreement").

          B. Although Chadbourn is not a signatory to the Advisory Agreement,
     Chadbourn is an intended third-party beneficiary of the Advisory Agreement.

          C. PEI is engaged in discussions with Cascade Investment, L.L.C.
     ("Cascade") regarding a potential investment by Cascade in PEI (the
     "Cascade Investment").

          D. Differences have arisen between PEI on the one hand, and CMCP and
     Chadbourn on the other, as to what fees, if any, PEI would owe CMCP and/or
     Chadbourn under the Advisory Agreement should Cascade complete the Cascade
     Investment.

          E. PEI on the one hand, and CMCP and Chadbourn on the other, wish to
     settle all differences between them which arise out of or which in any way
     are connected with or related to fees payable under the Advisory Agreement.

<PAGE>

Jennifer Hardy, Esq.
November 30, 2005
Page 4

          F. Without acknowledging the validity of PEI's, CMCP's or Chadbourn's
     differences, and in order for PEI on the one hand, and CMCP and Chadbourn
     on the other, to settle all differences between them related to fees
     payable under the Advisory Agreement, and in consideration of the mutual
     covenants, agreements and promises set forth in this Agreement, and other
     good and valuable consideration, each party to this Agreement agrees as
     follows: . . ."

          Pursuant to the terms of the Settlement Agreement, the Company paid
     CMCP $150,000 on November 1, 2005 and agreed to pay the amount of $960,000
     within five business days of the closing of the Cascade transaction. If the
     Cascade transaction does not close by March 31, 2006, then the Advisory
     Agreement will be reinstated.

5.   WE NOTE YOUR REVISED DISCLOSURE THAT EACH OF THE SELLING SHAREHOLDERS "HAS
     REPRESENTED TO THAT IT IS NOT ACTING AS AN UNDERWRITER IN THIS OFFERING."
     PLEASE REVISE HERE TO CLARIFY THAT NOTWITHSTANDING THIS REPRESENTATION,
     CERTAIN SELLING SHAREHOLDERS MAY BE DEEMED TO BE UNDERWRITERS.

     Additional disclosure has been added on page 74 of the Registration
Statement to clarify that, notwithstanding the fact that each of the selling
security holders has represented to the Company that it is not acting as an
underwriter in the offering, certain selling security holders may be deemed
underwriters with respect to their respective shares of common stock offered for
resale under the Registration Statement.

Description of Preferred Stock, page 96
---------------------------------------

6.   PLEASE DESCRIBE THE TERMS OF THE SERIES A PREFERRED STOCK IN GREATER
     DETAIL.

     Additional disclosure has been added commencing on page 91 of the
Registration Statement to describe the terms of the Series A Preferred Stock in
greater detail.

     We trust that the foregoing is responsive to your comments in your letter
of comments dated November 28, 2005. If you have any questions, please call me
at (714) 641-3450 or my associate John T. Bradley, Esq. at (714) 662-4659.

<PAGE>

Jennifer Hardy, Esq.
November 30, 2005
Page 5

                                                Sincerely yours,

                                                RUTAN & TUCKER, LLP

                                                /s/ LARRY A. CERUTTI

                                                Larry A. Cerutti

LAC:jtb
cc:  Brigitte Lippmann, Esq. (w/encl.)
     Neil M. Koehler (w/encl.)
     Ryan W. Turner (w/encl.)
     William G. Langley (w/encl.)

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                          [LETTERHEAD OF RUTAN & TUCKER, LLP]

LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com         November 22, 2005

VIA FEDEX AND
-------------
EDGAR CORRESPONDENCE
--------------------

Jennifer Hardy, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Pacific Ethanol, Inc.
          Amendment No. 1 to Registration Statement on Form S-1
          Filed on November 1, 2005
          File No. 333-127714
          -----------------------------------------------------

Dear Ms. Hardy:

     This letter responds to the comments of your letter dated November 10, 2005
relating to Pacific Ethanol, Inc. (the "Company"), a copy of which letter is
enclosed for your convenience.

     The enclosed clean and marked-to-show-changes copies of Amendment No. 2 to
the Company's Registration Statement on Form S-1, Reg. No. 333-127714 (the
"Registration Statement") contain revisions that are directly in response to
your comments. We have reproduced below in bold font each of your comments set
forth in your letter of November 10, 2005, together with the Company's responses
in regular font immediately following each reproduced comment. The Company's
responses in this letter correspond to the numbers you placed adjacent to your
comments in your letter of November 10, 2005. We have indicated below whether
the comment has been responded to in the Registration Statement or the reasons
why the Company believes a response is either inapplicable or inappropriate. The
page numbers referenced below correspond to the MARKED versions of the documents
enclosed herewith.

General
-------

1.   PLEASE NOTE THAT THE FINANCIAL STATEMENTS MUST BE UPDATED IF THE
     REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY NOVEMBER 14, 2005.

     Financial statements and financial information with regard to the nine
months ended September 30, 2005 have been included in the Registration Statement
pursuant to Rule 3-12 of Regulation S-X.

<PAGE>

Jennifer Hardy, Esq.
November 22, 2005
Page 2

Use of Proceeds, page 22
------------------------

2.   PLEASE DISCLOSE THE AMOUNT OF PROCEEDS YOU WILL RECEIVE UPON EXERCISE OF
     ALL OF THE WARRANTS AND YOUR INTENDED USE OF THESE PROCEEDS.

     The Company has included additional disclosure in the Use of Proceeds
section on page 18 of the Registration Statement to disclose the amount of
proceeds it will receive upon exercise of all of the warrants and its intended
use of such proceeds.

Selling Security Holders, page 66
---------------------------------

3.   WE NOTE YOUR RESPONSE TO PRIOR COMMENT 24. PLEASE CLARIFY WHETHER THERE ARE
     ANY MATERIAL RELATIONSHIPS BETWEEN YOU OR YOUR AFFILIATES AND ANY OF THE
     PLACEMENT AGENTS.

     The Company has revised its disclosure in the Selling Security Holder
section on pages 78, 84 and 85 of the Registration Statement to clarify and/or
disclose the material relationships between the Company or its affiliates and
any of the placement agents.

Plan of Distribution, page 75
-----------------------------

4.   WE NOTE YOUR RESPONSE TO PRIOR COMMENT 28. IF A SELLING STOCKHOLDER IS AN
     AFFILIATE OF A BROKER-DEALER, PROVIDE THE FOLLOWING REPRESENTATIONS IN THE
     PROSPECTUS: (1) THE SELLER PURCHASED IN THE ORDINARY COURSE OF BUSINESS,
     AND (2) AT THE TIME OF THE PURCHASE OF THE SECURITIES TO BE RESOLD, THE
     SELLER HAD NO AGREEMENTS OR UNDERSTANDINGS, DIRECTLY OR INDIRECTLY, WITH
     ANY PERSON TO DISTRIBUTE THE SECURITIES. WE NOTE THAT THIS LANGUAGE WAS
     INCLUDED IN YOUR FIRST FILING.

     The Company has revised its disclosure in the Selling Security Holder
section on page 79 of the Registration Statement to include the following:

          "Each of the selling security holders, including the selling
     security holders identified above, has represented to us that it
     is not acting as an underwriter in this offering, any warrants it
     received whose underlying shares are offered under this
     prospectus, and other shares of common stock offered under this
     prospectus, were received only in the ordinary course of
     business, and at the time of such receipt and through the
     effective date of the information contained in the selling
     security holder table, it had no agreements or understandings,
     directly or indirectly, with any person to distribute the
     warrants, the underlying shares or other shares of common stock
     offered under this prospectus."

<PAGE>

Jennifer Hardy, Esq.
November 22, 2005
Page 3

Financial Statements
--------------------

5.   WE NOTE YOUR RESPONSE TO PRIOR COMMENT 33. PLEASE PROVIDE A REVENUE
     RECOGNITION ACCOUNTING POLICY DISCLOSURE IN THE FOOTNOTES TO THE 6/30/05
     FINANCIAL STATEMENTS. SPECIFICALLY ADDRESS THE REGISTRANT'S VARIOUS,
     MATERIAL REVENUE GENERATING TRANSACTIONS. ALSO, DISCLOSE THE PRIMARY
     FACTORS CONSIDERED BY MANAGEMENT IN DETERMINING THAT THE KINERGY REVENUES
     SHOULD BE RECORDED GROSS IN THE FINANCIAL STATEMENTS. STATE HEREIN HOW
     MANAGEMENT HAS DETERMINED THAT THE REGISTRANT IS THE PRIMARY OBLIGOR IN THE
     KINERGY TRANSACTIONS. IN THIS REGARD, PLEASE DISCLOSE WHETHER THE
     REGISTRANT, AND NOT ITS SUPPLIERS, IS RESPONSIBLE FOR CUSTOMER CLAIMS
     RESULTING FROM ERRORS IN SPECIFICATIONS, PRODUCT QUALITY, DELIVERY,
     RETURNS/REFUND ISSUES.

     The Company has provided additional disclosure in Note 1 of the financial
statements commencing on page F-11 to provide a revenue recognition accounting
policy disclosure. In addition, the Company has provided additional consistent
disclosure in Management's Discussion and Analysis of Financial Condition and
Results of Operations commencing on page 33 of the Registration Statement to
include a revenue recognition critical accounting policy.

     Please be advised that we have included our final, executed legal opinion
as Exhibit 5.1 to the Registration Statement.

     We trust that the foregoing is responsive to your comments in your letter
of comments dated November 10, 2005. If you have any questions, please call me
at (714) 641-3450 or my associate John T. Bradley, Esq. at (714) 662-4659.

                                             Sincerely yours,

                                             RUTAN & TUCKER, LLP

                                             /s/ John T. Bradley for

                                             Larry A. Cerutti

LAC:jtb
cc:  Brigitte Lippmann, Esq. (w/encl.)
     Neil M. Koehler (w/encl.)
     Ryan W. Turner (w/encl.)
     William G. Langley (w/encl.)

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

      November 10, 2005

Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711

Re:	Pacific Ethanol, Inc.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed on November 1, 2005
	File No. 333-127714

Dear Mr. Koehler:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please note that the financial statements must be updated if
the
registration statement is not declared effective by November 14,
2005.

Use of Proceeds, page 22

2. Please disclose the amount of proceeds you will receive upon
exercise of all of the warrants and your intended use of these
proceeds.

Selling Security Holders, page 66

3. We note your response to prior comment 24. Please clarify
whether
there are any material relationships between you or your
affiliates
and any of the placement agents.

Plan of Distribution, page 75

4. We note your response to prior comment 28. If a selling
stockholder
is an affiliate of a broker-dealer, provide the following
representations in the prospectus: (1) the seller purchased in the
ordinary course of business, and (2) at the time of the purchase
of
the securities to be resold, the seller had no agreements or
understandings, directly or indirectly, with any person to
distribute
the securities. We note that this language was included in your
first
filing.

Financial Statements

5. We note your response to prior comment 33. Please provide a
revenue
recognition accounting policy disclosure in the footnotes to the
6/30/05 financial statements. Specifically address the
Registrant`s
various, material revenue generating transactions. Also, disclose
the
primary factors considered by management in determining that the
Kinergy revenues should be recorded gross in the financial
statements.
State herein how management has determined that the Registrant is
the
primary obligor in the Kinergy transactions. In this regard,
please
disclose whether the Registrant, and not its suppliers, is
responsible
for customer claims resulting from errors in specifications,
product
quality, delivery, returns/refund issues.

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Al Pavot at (202) 551-3738 or Nili Shah at
(202)
551-3258 if you have questions regarding comments on the financial
statements and related matters. Please contact Brigitte Lippmann
at
(202) 551-3713 or me at (202) 551-3767 with any other questions.

Sincerely,

Jennifer Hardy
Branch Chief

cc:	Larry A. Cerutti, Esq.
	Rutan & Tucker, LLP
	611 Anton Boulevard, 14th floor
	Costa Mesa, California 92626
??

??

??

??

Neil Koehler
Pacific Ethanol, Inc.
November 10, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                          [LETTERHEAD OF RUTAN & TUCKER, LLP]

                                  October 31, 2005

LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com

VIA FEDEX AND
-------------
EDGAR CORRESPONDENCE
--------------------

Jennifer Hardy, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 7010
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re: Pacific Ethanol, Inc.
             Registration Statement on Form S-1
             Filed on August 19, 2005
             File No. 333-127714
             -------------------

Dear Ms. Hardy:

         This letter responds to the comments of your letter dated September 20,
2005 relating to Pacific Ethanol, Inc. (the "Company"), a copy of which letter
is enclosed for your convenience.

         The enclosed clean and marked-to-show-changes copies of Amendment No. 1
to the Company's Registration Statement on Form S-1, Reg. No. 333-127714 (the
"Registration Statement") contain revisions that are directly in response to
your comments. We have reproduced below in bold font each of your comments set
forth in your letter of September 20, 2005, together with the Company's
responses in regular font immediately following each reproduced comment. The
Company's responses in this letter correspond to the numbers you placed adjacent
to your comments in your letter of September 20, 2005. We have indicated below
whether the comment has been responded to in the Registration Statement or the
reasons why the Company believes a response is either inapplicable or
inappropriate. The page numbers referenced below correspond to the marked
versions of the documents enclosed herewith.

General
-------

1.       PLEASE PROVIDE US YOUR ANALYSIS OF WHY THE $21 MILLION PRIVATE
         PLACEMENT TO 63 INVESTORS WAS EXEMPT FROM REGISTRATION UNDER SECTION
         4(2) OF THE SECURITIES ACT.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 2

         The $21 million private placement to 63 accredited investors in March
2005 (the "Private Placement") was conducted by Pacific Ethanol California, Inc.
("PEI California"), which is now a wholly-owned subsidiary of the Company. PEI
California became a wholly-owned subsidiary in connection with the March 2005
share exchange transaction that occurred following the Private Placement.

         RULE 506. Rule 506 of Regulation D of the Act provides in relevant
part, that:

                  "Offers and sales of securities by an issuer that satisfy the
                  conditions in paragraph (b) of this [Rule 506] shall be deemed
                  to be transactions not involving any public offering within
                  the meaning of Section 4(2) of the Act."

         Accordingly, if the Private Placement satisfied the conditions in Rule
506(b), it will have been exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended (the "Act").

         RULE 506(b)(1). Rule 506(b)(1) provides, as general conditions, that to
qualify for exemption under Rule 506, offers and sales must satisfy all the
terms and conditions of Rules 501 and 502. Rule 501 provides various definitions
and terms used in Regulation D. Rule 502 provides general conditions to be met
under paragraphs (a)-(d) of that Rule.

         RULE 502(a). Rule 502(a) essentially provides that an offering
occurring within six months of one or more other offerings will be integrated
for purposes of determining whether an exemption under Regulation D exists, and
that all integrated offerings must collectively meet all of the terms and
conditions of Regulation D for any of the offerings to be exempt from the
registration requirements imposed by Section 5 of the Act.

         PEI California engaged in one other offering within six months of the
Private Placement in December 2004. In this offering, PEI California raised,
through a private placement of securities, an aggregate of approximately
$300,000 and issued 103,666 shares of common stock and warrants to purchase an
aggregate of 31,100 shares of common stock. Each of the criteria discussed below
with respect to the Private Placement are also applicable with respect to the
December 2004 private placement, except that no private placement memorandum was
circulated with respect to the December 2004 private placement. More
specifically, each investor in the December 2004 private placement was an
"accredited investor," and the company obtained representations and warranties
to his effect; PEI California did not accomplish the private placement through
any medium of general solicitation or general advertising; PEI California
obtained customary representations and warranties from the investors that they
were acquiring the securities for their own account and not with a view to the
resale or distribution thereof; PEI California made appropriate disclosures to

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 3

the investors regarding the restricted nature of the securities to be purchased
by those investors and included standard restrictive legends on the securities
acquired by the investors; and the number of investors, while less than 35, was
in any event not relevant as each investor was an "accredited investor."

         Other than the March 2005 offering, PEI California did not engage in
another offering with six months of December 2004.

         RULE 502(b). Rule 502(b) essentially provides for information delivery
requirements to any purchaser that is not an "accredited investor," as defined
in Rule 501(a), if an issuer sells securities under Rules 505 or 506. Rule
502(b) also specifies the type of information to be furnished by the issuer to
the purchasers.

         Each of the 63 investors in the Private Placement was an "accredited
investor," as defined in Rule 501(a). The securities purchase agreement executed
by each investor contained customary and appropriate representations and
warranties from each such investor regarding their status as an "accredited
investor." PEI California also circulated and obtained completed investor
questionnaires from each of the 63 investors further attesting to their status
as an "accredited investor." Accordingly, the information requirements of Rule
502(b) were not applicable to the Private Placement. However, in connection with
the Private Placement, PEI California did prepare and circulate to the investors
a private placement memorandum containing the information otherwise required to
be delivered under Rule 502(b).

         RULE 502(c). Rule 502(c) essentially provides that the manner of
offering by the issuer or any person acting on its behalf shall not be
accomplished through the offer or sale of securities by any form of general
solicitation or general advertising, including, but not limited to, (1) any
communication published in any newspaper, magazine or similar media or broadcast
over television or radio, and (2) any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.

         PEI California did not accomplish the offer or sale of the securities
sold in the Private Placement through any medium of general solicitation or
general advertising, including the media specifically enumerated in Rule 502(c).

         RULE 502(d). Rule 502(d) essentially provides for various limitations
on resales of securities acquired in a Regulation D exempt offering. Rule 502(d)
provides that purchasers of such securities cannot resell the securities without
registration under the Act or an exemption therefrom. In addition, Rule 502(d)
provides that the issuer shall exercise reasonable care to assure that the
purchasers of the securities are not "underwriters" as defined in Section 2(11)
of the Act, and also provides the manner of demonstrating reasonable care by
enumerating three actions that the issuer should undertake and complete.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 4

         PEI California exercised reasonable care to assure that the purchasers
of the securities are not "underwriters" as defined in Section 2(11) of the Act
by, among other things, obtaining customary representations and warranties from
each of the 63 investors in the Private Placement that they were acquiring the
securities for their own account and not with a view to the resale or
distribution thereof. In addition, PEI California disclosed to each such
investor prior to sale that, upon their sale, except as otherwise provided in
the registration rights agreement executed by PEI California and each investor,
such securities would not be registered under the Act and could therefore not be
resold unless they were first registered under the Act or unless an exemption
from registration was available. Finally, PEI California ensured that a legend
on each certificate representing securities and on each warrant to acquire
securities stated that such securities (and warrants) have not been registered
under the Act and further set forth customary and appropriate restrictions on
the transferability and sale of the securities.

         RULE 506(b)(2). Rule 506(b)(2) provides, as a specific condition, that
to qualify for exemption under Rule 506, offers and sales must be limited to no
more than 35 purchasers of securities from the issuer in any offering intended
to be exempt under Rule 506 from the registration requirements of Section 5 of
the Act. The number of purchasers is, however, to be calculated in accordance
with Rule 501(e), which provides that "accredited investors" are not included in
the limited number of 35 purchasers. Rule 506(b)(1) also provides, as an
additional specific condition, that to qualify for exemption under Rule 506,
each purchaser who is not an "accredited investor" be capable of evaluating the
merits and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser comes within
such description.

         As noted above, each of the 63 investors in the Private Placement was
an "accredited investors," as defined in Rule 501(a). The securities purchase
agreement executed by each investor contained customary and appropriate
representations and warranties from each such investor regarding their status as
an "accredited investor." PEI California also circulated and obtained completed
investor questionnaires from each of the 63 investors further attesting to their
status as an "accredited investor."

         Based upon the foregoing, the Company concluded that the Private
Placement was exempt from registration under Section 4(2) of the Act.

Cover
-----

2.       DISCLOSE THE NUMBER OF SHARES THAT UNDERLIE OUTSTANDING WARRANTS.

         The Company has included on the cover page the number of shares of
common stock that underlie outstanding warrants and that are being registered
for resale under the Registration Statement.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 5

Summary, page 1
---------------

3.       WE NOTE THAT YOUR OPENING SENTENCE DISCUSSES YOUR OPERATIONS GOAL.
         PLEASE CLARIFY UP FRONT WHETHER OR NOT YOU CURRENTLY PRODUCE ETHANOL
         AND REVISE THIS SECTION TO DISCUSS YOUR CURRENT OPERATIONS PRIOR TO
         YOUR OPERATIONS GOAL. PLEASE REVISE YOUR DISCLOSURE IN MD&A AND
         BUSINESS TO COMPLY WITH THIS COMMENT.

         The Company has revised its disclosure in the Prospectus Summary
commencing on page 2 of the Registration Statement to clarify that the Company
does not currently produce ethanol and to discuss its current and expected
operations prior to its operations goal. In addition, the Company has revised
its disclosures in the MD&A and Business sections commencing on pages 32 and 48,
respectively, of the Registration Statement, to make conforming changes in these
regards.

4.       TO AVOID CONFUSION IN THE SECOND PARAGRAPH, CLARIFY WHO "WE" IS SINCE
         YOU STATE "WE" ENGAGED IN A TRANSACTION WITH PACIFIC ETHANOL, THE
         REGISTRANT. BRIEFLY DISCLOSE WHAT THE BUSINESS OPERATIONS OF ACCESSITY,
         YOUR PREDECESSOR, WERE.

         The Company has revised its disclosure in the Prospectus Summary
commencing on page 2 of the Registration Statement to clarify that the
transaction engaged in by the Company was a transaction with Pacific Ethanol
California, Inc. In addition, the Company has provided additional disclosure in
the Prospectus Summary on page 3 of the Registration Statement regarding the
business operations of Accessity, the Company's predecessor.

5.       PLEASE IDENTIFY AND QUANTIFY ALL OF THE CONSIDERATION GIVEN AND
         RECEIVED IN THE MARCH 2005 SHARE EXCHANGE TRANSACTION.

         The Company has provided additional disclosure in the Prospectus
Summary on page 3 of the Registration Statement to identify and quantify all of
the consideration given and received in connection with the March 2005 share
exchange transaction.

Risk Factors, page 5
--------------------

6.       TO THE EXTENT POSSIBLE, AVOID THE GENERIC CONCLUSION YOU MAKE IN
         CERTAIN OF YOUR RISK FACTORS THAT THE RISK DISCUSSED WOULD ADVERSELY
         AFFECT YOUR BUSINESS AND RESULTS OF OPERATIONS. INSTEAD, PLEASE REPLACE
         THIS LANGUAGE WITH SPECIFIC DISCLOSURE OF HOW YOUR BUSINESS AND RESULTS
         OF OPERATIONS WOULD BE AFFECTED, I.E., DEMAND, SALES, PROFITS,
         REPUTATION, ETC.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to avoid generic conclusions
regarding, among other things, that certain of the risks discussed would
adversely affect the Company's business and results of operations. These
conclusions have been replaced with more specific disclosure of how the Company
may be affected by such risk factors.

<PAGE>
Jennifer Hardly, Esq.
October 31, 2005
Page 6

7.       SOME RISK FACTORS INCLUDE LANGUAGE LIKE "WE CANNOT ASSURE" OR "THERE IS
         NO ASSURANCE." SINCE THE RISK FACTORS SHOULD SET FORTH THE POTENTIAL
         RISK AND NOT YOUR INABILITY TO ASSURE OR GUARANTEE, PLEASE REVISE.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to exclude language such as
"we cannot assure" or "there can be no assurance" and to include the specific,
potential risk.

8.       IT APPEARS THAT SEVERAL OF YOUR RISK FACTORS DISCLOSE GENERIC RISKS
         THAT COULD APPLY TO ANY ETHANOL COMPANY. ITEM 503(C) OF REGULATION S-K
         PROHIBITS PRESENTING RISKS THAT COULD APPLY TO ANY ISSUER OR ANY
         OFFERING. WE CITE THE FOURTH, FIFTH, SIXTH, EIGHTH, NINTH, ELEVENTH AND
         TWELFTH RISK FACTORS. PLEASE EITHER CLEARLY EXPLAIN HOW EACH OF THESE
         RISK FACTORS APPLIES TO YOUR COMPANY OR DELETE IT.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to exclude certain generic
risks that could apply to any issuer or any offering, consistent with Item
503(c) of Regulation S-K. However, the Company believes that certain of the
risks specifically cited in your comment letter are significant and particular
enough to the Company to be included in the Registration Statement. Accordingly,
the Company has revised its disclosure in the Risk Factors section commencing on
page ___ of the Registration Statement to more clearly explain how each of the
included risks applies to the Company.

9.       PLEASE MOVE THE RISK FACTORS REGARDING KINERGY, PEI AND PBI'S BUSINESS
         RISKS TO PRECEDE THE RISKS RELATED TO YOUR COMMON STOCK.

         The Company has revised its disclosure in the Risk Factors section
commencing on page 9 of the Registration Statement to move the risk factors
regarding the business risks of Kinergy and PEI California to precede the risks
related to the Company's common sto

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

      September 20, 2005

Neil Koehler
Chief Executive Officer
Pacific Ethanol, Inc.
5711 N. West Avenue
Fresno, California 93711

Re:	Pacific Ethanol, Inc.
	Registration Statement on Form S-1
	Filed on August 19, 2005
	File No. 333-127714

Dear Mr. Koehler:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please provide us your analysis of why the $21 million private
placement to 63 investors was exempt from registration under
Section
4(2) of the Securities Act.

Cover

2. Disclose the number of shares that underlie outstanding
warrants.

Summary, page 1

3. We note that your opening sentence discusses your operations
goal.
Please clarify up front whether or not you currently produce
ethanol
and revise this section to discuss your current operations prior
to
your operations goal.  Please revise your disclosure in MD&A and
Business to comply with this comment.

4. To avoid confusion in the second paragraph, clarify who "we" is
since you state "we" engaged in a transaction with Pacific
Ethanol,
the registrant.  Briefly disclose what the business operations of
Accessity, your predecessor, were.

5. Please identify and quantify all of the consideration given and
received in the March 2005 share exchange transaction.

Risk Factors, page 5

6. To the extent possible, avoid the generic conclusion you make
in
certain of your risk factors that the risk discussed would
adversely
affect your business and results of operations.  Instead, please
replace this language with specific disclosure of how your
business
and results of operations would be affected, i.e. demand, sales,
profits, reputation, etc.

7. Some risk factors include language like "We cannot assure" or
"There is no assurance."  Since the risk factors should set forth
the
potential risk and not your inability to assure or guarantee,
please
revise.

8. It appears that several of your risk factors disclose generic
risks
that could apply to any ethanol company.  Item 503(c) of
Regulation S-
K prohibits presenting risks that could apply to any issuer or any
offering.  We cite the fourth, fifth, sixth, eighth, ninth,
eleventh
and twelfth risk factors.  Please either clearly explain how each
of
these risk factors applies to your company or delete it.

9. Please move the risk factors regarding Kinergy, PEI and PBI`s
business risks to precede the risks related to your common stock.

The Market Price of Ethanol is Volatile..., page 13

10. Please reconcile your first statement with statements
throughout
the prospectus that the price of gasoline has the largest
influence on
the price of ethanol.  Please discuss how recent events, including
the
large increase in the price of gasoline may impact your business,
including demand for ethanol.

MD&A Overview, page 23

11. Regarding the October 2005 PBI acquisition, please disclose
the
time frame in which you expect the ethanol production facility to
start generating revenue. Disclose also your current estimate of
the
cash required to satisfy the first year`s expected debt service
requirements on the related debt financing. See Item 303(a)(1) of
Regulation S-K.

12. We note the substantial decline in Kinergy`s gross margin --
from
3.9% in 2004, to 1.7% in the first quarter of 2005, and to .7% in
the
quarter ended 6/30/05. On pages 24, 28, and 38, this decline is
attributed to (1) inventory gains in prior periods and (2)
historical
increases in ethanol prices. However, given that the 6/30/05
inventory
balance is substantially higher than in prior periods, and given
the
significant increase in ethanol prices during the quarter ended
6/30/05, there is a concern that readers may not fully understand
why
the 6/30/05 gross margin is 59% lower than the first quarter and
82%
lower than 2004. Please provide a detailed disclosure to clarify
this
issue. Disclose the extent to which margins have been impacted by
changes in ethanol prices and by gains/losses resulting from the
unmatched purchase/sale commitments referenced on page 10.

13. Please tell us supplementally of the source or basis for your
statements in the fourth full paragraph on page 24.  Please also
tell
us the source or basis for your statement on page 36 that "we
believe
that approximately 4.0 million tons... " and for your statements
on
page 39 regarding the demographics of certain areas in California.

Results of Operations, page 27

14. Please quantify each component that attributed to changes in
results of operations.  For example, on page 28, quantify the
additional headcount and each component of expenses and on page
29,
quantify the decrease in sales of grain inventory.  If material,
please disclose and quantify the other components of changes in
results of operations.  For example disclose and quantify the
other
components of the increase in SG&A on page 28 and the decrease in
net
sales on page 29.

Liquidity and Capital Resources, page 30

15. On page 31, please quantify how much it will cost to complete
the
site preparation, acquisition of equipment and engineering
services at
the Madera County facility.  Please disclose the estimated total
cost
to complete this production facility.

16. Please identify your "current and future available capital
resources."

Business, page 33

Overview of Ethanol Market, page 34

17. We note your citation of the "Renewable Fuels Association,"
"BBI
International" and "Rinker & Berger."  Please tell us what
materials
or documents from these entities association you have relied upon
and
whether they are the most recent materials on the subject by the
authors.  With respect to these materials, please tell us whether
they
have been made available to the public, without payment of
subscription or similar fees.  Have any of these materials been
published in widely circulated media of general interest or among
industry participants?  If so, please tell us when and where.
Unless
these materials have been used in widely circulated media of
general
interest or among industry participants, you must either adopt the
statements you attribute to them as your own or file signed
consents
for their use. We note that the BBI International study was
prepared
for ReEnergy.  Tell us whether or not this study was prepared for
a
fee.  If so, please file a consent by BBI International for the
use of
its statements and findings in the prospectus.

Kinergy Customers, page 37

18. Please identify any customers who accounted for 10% or more of
your sales pursuant to Item 101(c)(vii) of Regulation S-K.

Competition, page 41

19. Please disclose the principal methods of competition and
discuss
the negative factors pertaining to your competitive position
pursuant
to Item 101(c)(x) of Regulation S-K.

Certain Relationships and Related Transactions, page 57

20. Please separate the transactions between related parties of
Accessity and the current subsidiaries prior to the share exchange
from the related transactions among related parties of the
subsidiaries so that investors are clear as to what the
relationship
between Accessity and the current subsidiaries was prior to the
share
exchange agreement.

Selling Security Holders, page 66

21. Please disclose how each seller acquired the securities. For
example, disclose whether sellers acquired their shares in
connection
with the $21 million private placement, the share exchange
transaction, warrants, compensation or other transactions.

22. Please identify the number of shares being offered pursuant to
the
different transactions.

23. Please name all natural persons who share beneficial ownership
with Neuberger Berman, Chadbourn Securities, Fairmont Analytics,
Blair
Capital, and Sycamore Capital Partners.

24. Please disclose any affiliation between the sellers and
officers
and directors of the company. We note, for example, that Paul
Koehler,
the Turner and Illiquid Assets Trusts are sellers. Also disclose
if
there are any material relationships between you or your
affiliates
and any of the placement agents.  If any of your officers or
directors
will receive or share in proceeds from the offering, please
provide
appropriate cover page disclosure.

25. We note your disclosure that some of the sellers are
transferees
of placement agents in certain private placement transactions of
PEI
California that occurred prior to the consummation of the Share
Exchange Transaction. Please identify these sellers and tell us
what
exemption from registration was relied on.

26. Please confirm that none of the sellers currently have open
positions in the common stock.  If any of the sellers do have
short
positions, please indicate the size of the short position.
Supplementally confirm that you are aware of Telephone Interp.
A.65
(July 1997) on this matter, which is publicly available on our
website.

Private Placements Transactions through Which the Selling Security
Holders Obtained Beneficial Ownership of the Offered Shares, page
74

27. It appears that not all the private placement transactions are
described. Please describe these transactions and the replacement
warrants. Also describe in greater detail the terms of the
warrants.

Plan of Distribution, page 75

28. Please identify the sellers who are broker-dealers as
underwriters
and identify these sellers. Broker dealers and their affiliates
who
received the securities as compensation for underwriting
activities
need not be identified as underwriters.  Accordingly, please
revise
the statement that "each of the selling security holders has
represented to us that it is not acting as an underwriter... ."

Financial Statements

Note 2, page F-7

29. Please disclose how PEI accounted for its acquisition of
Accessity. Please quantify the assets and liabilities acquired and
disclose whether Accessity had any business operations on 3/23/05.
Disclose whether the transaction was accounted for as a
recapitalization and whether any fair value purchase accounting
adjustments were recorded.

30. ReEnergy`s historical financial statements reflect no material
assets or operating activities. Similarly, according to page 2,
ReEnergy has no current "significant business operations or
plans."
Further, the transaction does not appear to constitute a business
combination as outlined in paragraph 9 of SFAS 141. Therefore, it
does
not appear appropriate to record goodwill in the ReEnergy
acquisition.
If the primary business purpose of the ReEnergy transaction was to
compensate ReEnergy`s members for a feasibility study on the
Visalia
project, then presumably the $972,250 purchase price should be
accounted for as a research and development expense in PEI`s
6/30/05
statement of operations. Please revise the financial statements
pursuant to SFAS 2.

Purchase Agreement, page F-14

31. We note the $48 million PBI acquisition that is expected to
close
October 2005. It appears that PBI historical financial statements,
and
pro forma data, are required pursuant to Article 3-05 of
Regulation S-
X. See also Item 11(e) of the Form Instructions.

Kinergy Statements of Income, page F-40

32. Please disclose related party transactions on the face of the
financial statements. See the guidance in Article 4-08(k) of
Regulation S-X.

Revenue Recognition, page F-42

33. It is not clear whether Kinergy`s revenue recognition
practices
comply with EITF 99-19. In this regard, we note certain features
in
its ethanol marketing agreement (filed with the 8/31/05 Form 8-K)
that
may be indicative of net revenue reporting. Article 1.1 defines
Kinergy`s marketing (incentive) fee as a fixed 1% of the
transaction
amount. Article 2.1(c) suggests that the supplier, not Kinergy,
assumes the credit risk. Article 2.1(e)(iii) appears to give the
supplier authority over Kinergy`s selection of customers. Article
2.1(f) prohibits Kinergy from purchasing ethanol without a
matching
sales commitment. Article 2.3(c) suggests that the supplier is the
primary obligor since they are obligated to provide an alternative
source of ethanol product in the event they cannot produce the
ethanol
due to production problems. Also, we note the disclosure on p. 39
that
"In the event that our suppliers ship ethanol directly to our
customers, risk of loss passes directly from our suppliers to our
customers and we do not assume any risk of loss."  Given the
varying
features of Kinergy`s marketing transactions, it is not clear that
all
of the transactions should be reported as gross revenue in the
historical financial statements. Please provide us with an
analysis of
this issue as it applies to Kinergy`s annual financial statements
and
the Registrant`s 6/30/05 financial statements. Also, please
provide us
with copies of representative sales contracts used in transactions
with the 2 customers referenced on page 11 as comprising 29% of
2005
sales.

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with
your amendments that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               MERITZ & MUENZ LLP

                                COUNSELORS AT LAW

                                2021 O Street, NW
                              Washington, DC 20036

                                   ___________

                            Telephone: (202) 787-1964
                            Facsimile: (202) 787-3909
                           E-mail: Lmuenz@comcast.net

                                December 3, 2004

Mr. Reginald Norris
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

Re:  Accessity Corp. Preliminary Proxy Response to SEC Comments

Dear Mr. Norris:

In response to our discussion via telephone, on behalf of Accessity Corp.
("Accessity"), I hereby provide you with the following response:

Proposal 3 Approval of Subsidiary Transfer
------------------------------------------

1.   SEC Comment: "In the front and the body of the Proxy, state the business
     reasons for the subsidiary transfer."

     Response: Added language to state the business purpose was to have Mr.
     Siegel relinquish cash payments that otherwise would be due him under his
     respective employment agreements with Accessity as a result of the
     consummation of the Share Exchange. The applicable revisions appear on
     pages 7, 95 and 140 as attached.

2.   SEC Comment: "State any additional compensation that will be paid to Mr.
     Siegel and/or Mr. Kart related to this transfer."

     Response: Added language to state that the Subsidiary Transfer, in addition
     to other stated compensation was in ". . . in full consideration for the
     agreement of each of Messrs. Siegel and Kart to relinquish cash payments
     that otherwise would be due to each of them under their respective
     employment agreements with Accessity as a result of the consummation of the
     Share Exchange." The applicable revisions appear on pages 2, 7 and 140 as
     attached.

3.   SEC Comment: "Clarify that the Board of Directors approved this proposal
     Mr. Reginald Norris
<PAGE>
Securities and Exchange Commission
December 3, 2004
Page 2

     without Mr. Siegel's influence and the support of disinterested directors."

     Response: Added language to state that: ". . .the board of directors,
     without any influence from Barry Siegel, by unanimous vote of a majority of
     the disinterested directors, has determined that the Subsidiary Transfer
     and the Subsidiary Sale are in the best interests of the holders of
     Accessity's common stock." The applicable revisions appear on pages 3, 140
     and 143 as attached.

4.   SEC Comment: "Summarize the BearingPoint opinion."

     Response: Please see pages 140 through 142 as attached.

Proposal 4 Approval of Subsidiary Sale
--------------------------------------

1.   SEC Comment: "In the front of the Proxy, specify the sale price of $5,000."

     Response: Added the purchase price of $5,000. The applicable revisions
     appear on pages 1, 2 and 8 as attached.

2.   SEC Comment: "Explain the business reasons for the sale to Mr. Siegel for
     the price of $5,000."

     Response: Added language to state: "Rather than discontinuing the
     operations of Sentaur upon the consummation of the Share Exchange, the
     disinterested members of Accessity's board of directors unanimously decided
     to entertain offers from interested parties willing to pay Accessity a
     nominal purchase price for Sentaur." The applicable revision appears on
     page 143 as attached.

I hope that you find our response to your comments acceptable. It is my
understanding that you will contact me to advise me via telephone when we can
file the Definitive Proxy.

Please be advised that we will be inserting financial statements for the nine
months ended September 30, 2004 in place of the financial statements for the six
months ended June 30, 2004.

Mr. Reginald Norris

Thank you in advance for your prompt reply to this letter.

                                        Respectfully yours,

                                        Lawrence A. Muenz

Attachment

<PAGE>
                                                                          PAGE 1

                                 ACCESSITY CORP.
                          12514 WEST ATLANTIC BOULEVARD
                          CORAL SPRINGS, FLORIDA 33071

                              --------------------

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                         TO BE HELD ON DECEMBER 28, 2004

                              --------------------

      NOTICE IS HEREBY GIVEN that the 2004 annual meeting of the shareholders of
Accessity Corp. ("Accessity") is to be held on December 28, 2004, at the Coral
Springs Marriott Hotel, Golf Club and Convention Center, 11775 Heron Bay
Boulevard, Coral Springs, Florida 33076 at 10:00 a.m., local time, for the
following purposes:

      1.    To elect Bruce S. Udell as a Class III director of Accessity.

      2.    To consider and approve the issuance of shares of common stock of
            Accessity to the shareholders of Pacific Ethanol, Inc., a California
            corporation ("PEI") and the limited liability company members of
            Kinergy Marketing, LLC ("Kinergy") and ReEnergy, LLC ("ReEnergy"),
            in exchange for their ownership interests in such companies, and the
            issuance of warrants to acquire shares of common stock of Accessity
            to holders of issued and outstanding options and warrants to acquire
            shares of common stock of PEI, pursuant to the Share Exchange
            Agreement dated as of May 14, 2004, as amended on July 30, 2004 and
            as of October 1, 2004 (as amended, the "Share Exchange Agreement"),
            and the consummation of the transactions contemplated thereby
            (collectively the "Share Exchange"). Upon consummation of the Share
            Exchange, each of PEI, Kinergy and ReEnergy will become a
            wholly-owned subsidiary of Accessity. A copy of the Share Exchange
            Agreement is attached as APPENDIX A to the proxy statement
            accompanying this notice.

      3.    To consider and approve the transfer of DriverShield CRM Corp., a
            wholly-owned subsidiary of Accessity, to Barry Siegel, the current
            Chairman of the Board, President and Chief Executive Officer of
            Accessity, if the Share Exchange is approved by the shareholders.

      4.    To consider and approve the sale of Sentaur Corp., a wholly-owned
            subsidiary of Accessity, to Barry Siegel, FOR THE SUM OF $5,000, if
            the Share Exchange is approved by the shareholders.

      5.    To approve a new 2004 Stock Option Plan of Accessity, if the Share
            Exchange is approved by the shareholders.

      6.    To consider and approve the reincorporation of Accessity in the
            State of Delaware under the name "Pacific Ethanol, Inc." to occur
            immediately prior to the consummation of the Share Exchange, if the
            Share Exchange is approved by the shareholders.

      7.    To consider and approve an amendment to the articles of
            incorporation of Accessity to change the name of Accessity to
            "Pacific Ethanol, Inc." effective immediately prior to the
            consummation of the Share Exchange, if the Share Exchange is
            approved by the shareholder and the reincorporation of Accessity in
            the State of Delaware does not occur.

      8.    To transact such other business as may properly come before this
            annual meeting or any adjournment or postponement thereof.

      The foregoing proposals are more fully described in the accompanying proxy
      statement.
<PAGE>
                                                                          PAGE 2

      an aggregate of 1,188,487 shares of Accessity common stock at exercise
prices ranging from $0.0001 per share to $2.00 per share in exchange for
cancellation of outstanding options and warrants.

      The Board of Directors of Accessity has also approved, subject to the
approval of the Share Exchange by Accessity shareholders:

      o     the transfer of DriverShield CRM Corp. ("DriverShield"), a
            wholly-owned subsidiary of Accessity, to Barry Siegel, the current
            Chairman of the Board, President and Chief Executive Officer of
            Accessity, the issuance of up to 400,000 shares of Accessity common
            stock to Barry Siegel and 200,000 shares of Accessity common stock
            to Philip Kart, Accessity's current Chief Financial Officer AND the
            execution of a consulting and noncompetition agreement between
            Accessity and each of Barry Siegel and Philip Kart (COLLECTIVELY,
            THE "SUBSIDIARY TRANSFER"), IN FULL CONSIDERATION FOR the agreement
            of each of Messrs. Siegel and Kart to relinquish cash payments that
            otherwise would be due to each of them under their respective
            employment agreements with Accessity as a result of the consummation
            of the Share Exchange;

      o     the sale of Sentaur Corp. ("Sentaur"), a wholly-owned subsidiary of
            Accessity, to Barry Siegel FOR THE SUM OF $5,000 (the "Subsidiary
            Sale");

      o     the 2004 Stock Option Plan of Accessity (the "2004 Plan");

      o     the reincorporation of Accessity in the State of Delaware under the
            name "Pacific Ethanol, Inc." to occur immediately prior to the
            consummation of the Share Exchange (the "Delaware Reincorporation");
            and

      o     an amendment to the articles of incorporation of Accessity to change
            the name of Accessity to "Pacific Ethanol, Inc." effective
            immediately prior to the consummation of the Share Exchange, if the
            Share Exchange is approved by the shareholders and the Delaware
            Reincorporation does not occur (the "Corporate Name Change").

      The Delaware Reincorporation will be effected through a merger of
Accessity with and into a wholly-owned Delaware subsidiary of Accessity named
Pacific Ethanol, Inc., to be formed for the purpose of effecting the
reincorporation (the "Delaware Reincorporation Subsidiary"). In lieu of
receiving common stock of the Delaware Reincorporation Subsidiary, Accessity
shareholders will have dissenters' rights. Accessity shareholders who properly
demand these rights will receive cash for the fair value of the Accessity common
stock that they held prior to the merger. The fair value would be determined by
a court or by agreement between Accessity and its shareholders who exercise
their dissenters' rights. If the proposal to reincorporate Accessity in the
State of Delaware is approved by the Accessity shareholders, but Accessity
receives demands for exercise of dissenters' rights that exceed 1% of the
outstanding shares of Accessity common stock, Accessity's board of directors may
elect not to proceed with the reincorporation. If the board of directors elects
not to proceed with the reincorporation or if the proposal is not approved by
Accessity's shareholders, Accessity will remain a New York corporation, provided
the Corporate Name Change is approved by the shareholders, Accessity and will
change its name to Pacific Ethanol, Inc. If, however, the Delaware
Reincorporation is approved, the Delaware Reincorporation Subsidiary will
succeed to the rights, properties and assets and assume the liabilities of
Accessity, and its financial statements will be substantially identical to
Accessity, the only difference being those appropriate to reflect Accessity's
new corporate identity, the Share Exchange and the Subsidiary Transfer. This new
company (i.e., Accessity Corp., a New York corporation, renamed Pacific Ethanol,
Inc. or the Delaware Reincorporation Subsidiary named Pacific Ethanol, Inc.),
which combines the operations of the Acquired Companies, is referred to in this
proxy statement as the "Combined Company." Accessity shareholders will vote on
the matters described in this
<PAGE>
                                                                          PAGE 3

      Accessity shareholders will vote on the matters described in this proxy
statement at the annual meeting of shareholders on the date set forth above. At
the annual meeting, you will be asked:

      o     to elect Bruce S. Udell as a Class III director of Accessity
            (Proposal 1);

      o     to approve the issuance of shares of Accessity common stock and
            options and warrants in the Share Exchange pursuant to the Share
            Exchange Agreement and the consummation of the transactions
            contemplated thereby (Proposal 2);

      o     to approve the Subsidiary Transfer (Proposal 3), if the Share
            Exchange is approved by the shareholders;

      o     to approve the Subsidiary Sale (Proposal 4), if the Share Exchange
            is approved by the shareholders;

      o     to approve the 2004 Plan (Proposal 5), if the Share Exchange is
            approved by the shareholders;

      o     to approve the Delaware Reincorporation (Proposal 6), if the Share
            Exchange is approved by the shareholders; and

      o     to approve the Corporate Name Change (Proposal 7), if the Share
            Exchange is approved by the shareholders and the Delaware
            Reincorporation does not occur.

Neither the Share Exchange nor the other matters described in this proxy
statement (other than the election of a Class III director) can be completed
unless the shareholders of Accessity approve the Share Exchange and the other
matters described in this proxy statement (other than the election of a Class
III director).

RECOMMENDATION OF ACCESSITY'S BOARD OF DIRECTORS

      The board of directors of Accessity, by unanimous vote, has determined
that the Share Exchange is in the best interests of the holders of Accessity's
common stock. In addition, the board of directors, WITHOUT ANY INFLUENCE FROM
BARRY SIEGEL, by unanimous vote of the disinterested directors, has determined
that the Subsidiary Transfer and the Subsidiary Sale are in the best interests
of the holders of Accessity's common stock. The decisions of the board of
directors of Accessity to enter into the Subsidiary Transfer are based upon its
evaluation of a number of factors, including, among others, the written opinion
dated October 9, 2004, and confirmed in writing as of the date of this proxy
statement, of BearingPoint, Inc. ("BearingPoint") that, based upon and subject
to the matters set forth in the written opinion, as of such dates, the
Subsidiary Transfer is fair from a financial point of view to Accessity and the
shareholders of Accessity. See "Proposal 3--Approval of the Subsidiary
Transfer--Fairness Opinion." In addition, the board of directors of Accessity,
by unanimous vote, has determined that the approval of 1995 Plan amendment, the
2004 Plan, and the Delaware Reincorporation is in the best interests of the
shareholders of Accessity.

HOW TO VOTE

      Shares held directly in your name as the "Shareholder of Record" may be
voted in person at the annual meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification. Even if you currently plan to
attend the annual meeting, we recommend that you also submit your proxy card as
described below so that your vote will be counted if you later decide not to
attend the annual meeting. Shares held through a broker or other nominee may be
voted in person by you only if you obtain a signed legal proxy from the record
holder giving you the right to vote the shares.
<PAGE>
                                                                   PAGES 7 AND 8